The Uncanny Penny
by OldSchoolVinny
Summary: Penny develops feelings for Ruby, but can those feelings be returned by Ruby when Penny isn't "real?" Meanwhile, Team RWBY meets Penny's brother Nick, another android from their company who gets involved in dust robberies. (Nuts and Dolts Pairing) (Minor violence and swearing) (Romance/Drama/Action).
1. Chapter 1

A group of businessmen have gathered at Forever Fall. They didn't understand why of all places, they needed to meet here. Being outside of the city meant potential attacks from nearby Grimm. They hoped that whatever demonstration they were about to witness, it would be over soon.

A limo soon pulled up and out came the host of the demonstration, an older gentleman by the name of Gainsboro.

"Sorry for the odd choice of location gentlemen," said Gainsboro, "but rest assured this is the perfect place to demonstrate Cadet's latest technology."

"This had better be worth it professor. You realize we're in a Grimm infested area right?"

"That's exactly why we're here. Behold our latest weapon in security."

A young man in his early twenties stepped out of the limo. The boy had blonde crew cut hair, and wore khaki pants with a black long-sleeve sweater, with green lines drawn on the sleeves up to the shoulders with open circles. He carried a small backpack with him. The businessmen looked at each other confused. Cadet was well known for making robots to handle security, but they usually came in larger sizes and carried a vast arsenal of weaponry, so they didn't know what to expect with this...whatever it was.

"Meet the Self-Sufficient Huntsman Automaton Model-005," said Gainsboro.

"Or if you prefer," said the android, "you may simply call me Nick."

"Is this some kind of joke?" asked one of the men. "You're telling us this auto-whatever is supposed to be a weapon?"

"Indeed," said Gainsboro. "He may appear to look like a normal young man, but that is simply a deception to mask his true abilities."

"That's the biggest crock of-"

"Wait," said Nick, holding up his arm and looking around the area. "I'm sensing a large presence in the area."

"Where?" asked Gainsboro.

"About ten meters from us, coming from...there," said Nick, pointing towards the woods. Out of woods approached a horde of Ursii, roughly a dozen in number. The Ursii slowly approached the group. The businessmen started backing away in fear, but Gainsboro stood where he was as Nick walked up to the snarling Grimm. His backpack opened up and out popped two swords, which flew into Nick's hands.

"Gentlemen, the demonstration shall now commence," said Gainsboro. "This should not be a problem Nick, yes?"

"Of course not professor," said Nick. One of the Grimm suddenly charged towards Nick and tried to jump tackle him. At nearly the blink of an eye, Nick got behind the charging Ursa and plunged his two swords straight into the spine of the Ursa, killing it instantly. Nick pulled out his two swords and began attacking the other Ursii. The Ursii can barely make any moves against Nick as Nick was quickly slashing them to death.

"As you can see, our latest model has been given our most advanced combat programming yet," said Gainsboro. "With a mix of lightning quick reflexes, amazing strength, and sensing an opponent's next move in real-time, Model-005 is truly the definition of the perfect soldier."

The entire encounter was over in nearly a minute. Everyone clapped and was impressed with Nick's capabilities. Before anyone can comment on what happened, they suddenly heard a loud screech from the sky. Everyone looked up to see a Nevermore starting to circle around them. The businessmen started to get worried again.

"Looks like we've got some unexpected company," remarked Gainsboro.

"This will not be a problem professor," said Nick.

Nick threw the two swords he had towards the Nevermore. The swords flew straight into the Nevermore's chest, but did little to stop the bird. All it accomplished was catching the Nevermore's attention. With Nick now in the Nevermore's sights, he ran away to lure the Nevermore away from the others. The Nevermore fired several feathers at Nick, which he dodged with ease. The Nevermore then dived down, attempting to grab Nick with its giant claws. Inches away from grabbing Nick, Nick jumped and grabbed on to the Nevermore's leg as it took off into the air. Once high into the air, several more swords popped out of Nick's back and hovered around him. Nick guided the swords into the Nevermore; two went straight into the bird's eyes, one was thrust into its throat, one more on each thigh, and the rest plummeting into its spine. The bird was dead within a few seconds, and dive bombed to the ground. Nick dusted himself off and summoned the swords back into his backpack.

One of the businessmen stepped aside and immediately began to make a phone call.

"Roman, it's Junior. You've got to see this."

#

Team RWBY had returned to their dorm after their final class for the day. Ruby was glad to finally be back in her room, and immediately went to her bed to take her well-deserved nap.

"Oh sweet bed, take me away into dream land," said Ruby.

"You shouldn't be taking a nap so late," said Weiss. "You'll wind up staying up all night."

"Then I guess I'll just sleep until morning," replied Ruby. "Good night everybody."

"You can't rest now sis," said Yang. "We need to head into the city asap!"

"For what?" asked Ruby.

"We need to find ourselves dates!" said Yang.

"Dates?" asked Weiss. "Dates for what?"

"The big dance of course!" replied Yang.

"You mean that party being held here tomorrow?" said Weiss. "I wouldn't exactly call that a big dance. Besides, why do we need to go into the city to look for dates?"

"Have you seen the men of this place? All the good ones are likely taken by the older students, and the rest are either total jerks or total wimps. Our only chance to look good is to go out into the city and nab some fresh meat."

"Okay, several questions. First of all, who are we looking good for? Secondly-"

"Meet you guys in the commercial district!" said Yang, already changed and heading out the door. The rest of the team reluctantly decided to tag along.

#

Team RWBY were sitting by a table outside of a café. Yang was scouting the area to find the perfect date, while the rest of her team stood back and observed what Yang was doing. Despite the place being full of boys, Yang had yet to make a move.

"So are you just going to gawk at them or actually talk to them at some point?" asked Weiss.

"I'm not going to grab the first pretty boy I see," said Yang. "I need to find the perfect catch. One that's going to make everyone at Beacon jealous."

"Again, I ask why," said Weiss. "Last time I checked this 'dance' is simply a party for all the students to eat horrible food and listen to horrible music all night. I'm pretty sure any students with dates are going out to real parties where they can have actual grown-up fun."

"All the more reason to find one," said Yang.

"Weiss kind of has a point Yang," said Ruby. "Do we really need to have a date for the party?"

"Hey, if you like showing up to parties alone, that's your problem," said Yang.

"I don't even know why I bothered to come along," said Ruby, standing up and getting ready to leave. "I'm heading back."

"Where are you heading back?" asked Penny.

"Back to the scho-," said Ruby before stopping and turning around to see Penny suddenly behind them, causing Ruby to nearly jump out of her skin.

"Greetings friends!" said Penny with her usual wide smile on her face.

"Jeez Penny!" shouted Ruby. "You need to stop sneaking up on us like that!"

"What are you up to today?" asked Penny.

"I'm looking for a date to Beacon's big dance tomorrow," said Yang.

"I'm here to wonder why Yang is looking for a date to some dumb party," said Weiss.

"I'm here to prevent collateral damage," said Blake.

"And I was just going home," said Ruby.

"Well Ruby my friend," said Penny, "if you don't have anything to do, would you mind hanging out with me for the day?"

"I'd like to Penny, but...," said Ruby, trying to think of an excuse she can give to avoid being stuck with Penny.

"But what?"

"But I promised my friends I would...," before Ruby can finish, her friends had already disappeared. Funny how they were able to move so fast when Ruby got stuck talking to Penny.

"Well," said Ruby. "Looks like it's just you and me now."

"Sensational!" said Penny.

"Sensational," muttered Ruby.

#

The rest of Team RWBY had relocated to the center square, where Yang continued to scout for the perfect date.

"Do either of you feel guilty about ditching Ruby like that?" asked Blake.

"I didn't ditch her," said Yang. "I just happen to be busy on an important quest."

"She's the one who wanted to be friends with Penny," said Weiss. "I've got enough quirky acquaintances to deal with."

"Sometimes I wonder if Penny realizes we're trying to avoid her," said Blake.

"If you feel so bad about it, go back and hang out with her then," said Weiss.

"Hold that thought!" said Yang. "Check it out: hot stud at twelve-o-clock!"

Blake and Weiss looked toward the direction Yang was pointing. At a table was a boy with a crew cut and dress clothes, sitting by himself reading a book.

"I don't know," said Weiss. "He looks way out of your league."

"What makes you think that?" asked Yang.

"Look at him. The way he dresses, the way he sits there reading his book; it gives off a certain debonair feel about him, and you are the complete opposite."

"Yeah? Well they say opposites attract, so I like my chances!" said Yang, walking over to the table the boy was sitting at.

"What do you think?" asked Weiss. "Think she'll actually land him?"

"Looks can be deceiving," said Blake. "Perhaps he's not as charming as he appears."

Yang took a seat across from the boy. Blake and Weiss stood closer to hear how the conversation would go. The boy continued reading like he didn't notice.

"Hey there," said Yang. The boy ignored Yang and continued to read his book.

"Hello!" said Yang, waving to get his attention. The boy still did not give a response.

"You with the crew cut and the book, are you there?" This time the boy put down the book and looked at Yang.

"I query that you are trying to get my attention," said the boy. "Can I help you?"

"What's your name?" said Yang.

"My real name is classified information. But my nickname is Nick."

Yang didn't know quite how to respond to that. Blake and Weiss were starting to think this was going to get awkward.

"Okay...Nick," said Yang. "I'm Yang. What'cha reading there?"

"A book," said Nick.

"I know it's a book," said Yang.

"So then why did you ask?" replied Nick. Yang paused herself from losing it with Nick. Blake and Weiss kept themselves from laughing at Nick's question.

"I MEANT tell me about the book you're reading," said Yang.

"The book is 'The Secret to War' by Maula Moon," said Nick. "It is an ancient text that has been passed down for centuries that details the strategies and tactics of fighting in a war against any opposition."

"So you're a history buff?"

"Correction: I am simply interested in learning fighting strategies, albeit nothing in this book tells me anything I would not already know. Still, I find it remarkable that despite the passing of such great amount of time, the best strategies never change."

"Fighting strategies huh? Are you a fighter?"

"What I am is classified information."

"You sound like a man with a lot of secrets. I love a man of mystery."

Nick didn't reply to Yang's comment, oblivious to Yang's attempts to hit on him. Yang thought he was playing hard to get, but she wouldn't give up that easily.

"So Nick, what are you into?" asked Yang.

"I do not understand your query," said Nick.

"I mean what are your hobbies? Your interests?"

"I do not have any hobbies. As for interests, I am interested in learning many things, such as fighting strategies and human observation."

"Human observation?"

"I like to learn how humans behave."

"Why? Are you some kind of psychologist?"

"What I am is classified information."

At this point Yang concluded that this boy, despite his good looks, was not going to be a suitable date for the dance. "Well, it was nice talking to you," said Yang. "Take care Nick."

Nick went back to reading his book, as if not even acknowledging Yang's presence. Yang sighed and went back to her teammates, who found the awkward conversation amusing.

"He actually seems nice," said Blake.

"Are you kidding me?" asked Yang. "That guy is weird! Even weirder than Penny!"

"I think he just intimidates you with his intellect," said Weiss.

"What's THAT supposed to mean?" asked Yang, a few sparks going off in her hair.

"Excuse me," said Nick, suddenly showing up next to them and surprising them.

"Something wrong?" said Yang.

"I could not help but overhear your conversation," said Nick.

"Oh jeez," said Yang. "Look, I'm sorry I called you weird."

"You mentioned that I was weirder than someone called Penny," said Nick. "This Penny you are referring to; is she a girl of average height with orange hair, green eyes, and wearing a grey dress with black stockings?"

The trio were relieved Nick wasn't mad, and also surprised that he knew Penny.

"You know Penny?" asked Weiss.

"I know of a Penny," said Nick. "My question to you was, are they one and the same?"

"Yes, we're talking about the same Penny," said Blake. "But how do you know her?"

"Penny and I are related," said Nick. The trio were surprised to find out Penny had a relative.

"That explains a lot!" said Yang. "So what are you, her brother?"

"Technically speaking we are not blood related. But for the sake of this conversation, yes, let us go with I am her brother," said Nick. Despite learning more about Nick, the trio were getting even more confused.

"So...you're adopted?" asked Yang.

"I am not adopted," said Nick. "We simply share the same 'parent' but are not related."

"So could you explain how exactly you're related, or who your parent is?"

"That is classified information."

"Of course it is!" said Yang, throwing her arms up in the air and wanting to give up talking to Nick. "It's like I'm talking with a robot here."

"What did you say?" asked Nick.

"Huh?"

"You said I talk like a robot."

"Oh...did I say that out loud?" asked Yang, rubbing the back of her head and feeling awkward about calling Nick the R word.

"You sure did," said Weiss.

"I'm sorry about that," said Yang. "You're not upset are you?"

"Correction: I am not capable of real emotions," said Nick. "But if I were to be, I would not be what you would consider upset. I would be amazed!"

"Wha-what?" said Yang.

"You have been able to come to the conclusion that I am in fact a robot! Tell me, how were you able to deduce this fact based on limited evidence?"

"I...guessed?"

"Oh. You...guessed," said Nick, sounding disappointed. There was a long awkward silence as the huntresses tried to comprehend what was going on.

"Well, guessing is a legitimate form of reaching a conclusion, albeit ridiculous as it is," said Nick.

"So you and Penny are really robots?" asked Blake.

"Actually, we're more than just robots," explained Nick. "Now usually I am not allowed to share this information with anyone, but since you appear to be friends with Penny, I query that I can trust you to not share this information with outside parties?"

"You mean if we can keep a secret?" asked Yang. "Yeah, we can do that."

#

While the trio were talking to Nick, Ruby and Penny had been hanging out near the various shops in the commercial district. Ruby didn't have much money on her and Penny didn't seem to carry money at all, so all they did was window shopping at various stuff they would have loved to buy; or at least the stuff Penny seemed interested in buying. Ruby simply tagged along and was hoping to go back home, eat some cookies, and read her latest copy of Weapons Monthly.

"So Penny, is this all we're going to do today?" asked Ruby.

"I guess so," said Penny. "I don't know much else to do."

"Well, how about we stop and get something to drink? Coffee sound good?"

"Oh, I don't drink."

"Drink coffee?"

"Drink at all."

Ruby was going to question why Penny never seemed to have a need to eat or drink, but decided not to. When it came to Penny, Ruby had several questions about her that boggled her mind ever since that incident at the docks a couple months ago. Ruby wondered if it was right to ask Penny those questions or simply keep them to herself. Without wanting to make things more awkward between them, she decided to go with the latter option.

"So you can't think of anything else to do?" asked Ruby.

"Well, if you didn't mind, I was also thinking...we can just talk?" said Penny.

"Sure, I guess we can do that."

"That's great! There's actually something I've been meaning to ask you for quite some time."

"Shoot."

"Ruby, what is love?"

Ruby was glad to not be drinking anything right now, because she would have spat her drink all over the place. Whatever awkwardness Ruby was trying to avoid with Penny, it suddenly came to a head with Penny blurting out such a big question.

"Why would you ask me that?" asked Ruby.

"I figured you might know," said Penny. "Nobody else I know can answer that for me."

"Speaking of asking questions, I've been meaning to ask you something," said Ruby. She suddenly changed her mind and decided to ask the questions she's been wanting answered.

"What is it?" asked Penny.

"Penny, just who or what are you?"

"Who am I? My name is Penny."

"But what are you?"

"I'm...I'm Penny," said Penny, starting to sound nervous.

"I know what your name is. I'm asking you what you are, because I don't think you're human. Not after what I saw you pull off at the docks."

"Oh, that?" said Penny, chuckling a bit. "You should really forget you saw any of that. Anyway, I asked you a question first."

"I'm not answering until you start explaining yourself," said Ruby.

"I can't explain myself. My masters made it perfectly clear to not share that kind of information."

"Then I can't answer your question."

"Oh...all right," said Penny, sounding defeated. "Because you're my friend and I trust you, I'll tell you. But promise me you won't tell anyone else what I'm about to tell you?"

"I promise," said Ruby.

"The truth is...I'm an android. Specifically, I'm called a Self-Sufficient Huntsman Automaton."

#

"A self-auto-what?" asked Yang.

"I think it means he can think and act on his own," said Blake.

"That is correct," said Nick. "I would explain further, but I'm afraid I cannot share too much information about Penny and I as that is classified. I will tell you that Penny and I are in fact androids manufactured for a certain purpose. My real name is SSHA Model-005. Penny's real name is SSHA Model-001."

"Are there any more androids like you and Penny?" asked Blake.

"There are several more like ourselves, but they are either inactive or currently in production. The only two active androids for now are me and Penny."

"So do you go wandering around like Penny does?" asked Yang.

"Not quite," said Nick. "I do like to step out once in a while, but Penny is nearly downright obsessed about it. We may both be the same kind of android, but we have been programmed in drastically different...hold on." Nick turned his back and held one finger into his ear, as if he was just receiving a phone call.

"Hello? ...okay, understood." Nick put his arm down and turned back to the others. "I just received a transmission from my masters. I'm afraid I must return to my undisclosed location. It was a pleasure to meet you Yang, Weiss, and Blake." Nick bowed his head and ran off.

"What kind of company would manufacture androids?" asked Yang.

"I can think of one company," said Weiss. "Have you ever heard of Cadet Security?"

"I have," said Blake. "They make weaponized machines for what they claim is security purposes, but I've heard rumors that they are also secretly invested in illegal business ventures. Kind of like the Schnee Corporation."

The moment Weiss heard Blake mention that name in an unflattering light, she turned around and pointed a finger up to Blake.

"I'll have you know that just because my grandfather's company and Cadet have worked side by side for many years does not mean we have anything to do with these so-called illegal business ventures, if that's what you're implying."

"Rumors or not, we've got bigger issues to deal with," said Yang.

"What bigger issues?" asked Weiss.

"I still don't have a date for the dance!" said Yang. Blake and Weiss face palmed.

#

"SSHA Model-001?" asked Ruby. "So there are more androids like you?"

"Several," said Penny. "But I can't explain any more or else I'll get in trouble with my masters."

"Who are these masters of yours?" asked Ruby.

"I'm not allowed to say. In fact, I was never supposed to talk to anybody outside of those within my company; but I was so curious about what the real world was like. I wanted to see everything with my own eyes, and not just go off of data they programmed into me, so I constantly sneak out to see for myself."

"That sounds terrible. It's like they're trying to lock you away from the outside world."

"They say it's because I'm not ready to face the outside world. I don't see why. I can defend myself very well, and outside of that one time at the docks, it's not like I get into trouble when I'm out. Sometimes I think they secretly hate me."

"I don't think they hate you Penny. Maybe they're just really worried about you. My dad used to freak out whenever Yang and I went out. He never stops worrying about us."

"Well, I answered your question Ruby," said Penny. "Now you have to answer mine."

"Right. What was it again?"

"I need you to explain to me what love is."

Ruby took a deep breath. She wondered where to begin trying to explain the concept of love to Penny.

"That's...a really hard question to answer Penny," said Ruby.

"Why?" asked Penny.

"Love isn't something that can easily be answered. It's too complicated to explain in such simple terms."

"Surely it can't be that hard."

"Trust me, it's really hard."

"In that case, just try to explain it to the best of your ability."

Ruby took a moment to think about where to begin. She thought that maybe by starting with the basic definition, it might get easier to explain from there.

"Okay," said Ruby. "Basically, love is when you really, really like someone."

"How really?" asked Penny.

"Like you're willing to do anything for them."

"For example?"

"Well to some people, anything really means anything. Even at the cost of their own lives."

"People would do that?"

"A lot of people in love would. Well, not just people in love. People who simply love other people do that as well."

"I don't understand."

"I mean there's loving someone and there's being IN love with someone."

"There's a difference?"

"Just because you love someone doesn't mean you romantically love them. Like take Yang and myself. We're sisters, so of course we love each other, but we're not IN love with each other, because that would be creepy."

"What would be creepy about it?"

"Sisters...well, any blood-related members of family aren't supposed to be in love with each other. See, some forms of love aren't considered normal, and some of it is just downright wrong."

"You mean like if girls were in love with other girls?"

"Well not that! True it's not exactly normal, but there's nothing wrong with a girl being in love with another girl or a boy being in love with another boy. Some people think it's wrong, but some think it's just as right as a boy and girl being in love with each other." Ruby sighed.

"See what I mean when love is really complicated? There's so many questions about it that don't have a concrete answer."

"How about knowing when you're in love with someone?" asked Penny. "Does that have a concrete answer?"

"Not really," said Ruby. "One day you just...kind of know."

"So it's possible you just fall in love right away?"

"It's possible, but not likely. Most people try getting to know each other before finding out they are in love."

"So there's a procedure to falling in love?"

"I guess you can say that."

"Then what is the set procedure for falling in love with someone?"

"There really is no set procedure. You just get to know someone better and when you get to the point where you care deeply about them, that's when you know you're in love."

"I see. Is that all there is to it?"

"Oh no, there's a lot more to cover about love. But I'd say those are the basics."

"I'm glad we had this talk Ruby. You're a good friend."

"Thank you Penny."

"I just wish I had more friends like you," said Penny, suddenly sounding depressed.

"What do you mean? Don't you have any friends wherever you're from?

"Even though there are other androids where I'm from, I'm still so different from them. I can't explain why, but even though we're all nearly the same, I feel as if I can't relate to them."

"Are you saying that I'm really the only friend you have?"

"Well, there's also Weiss, Blake, and Yang. They're my friends too...I think."

Ruby was surprised to hear Penny explain her problem. It was no wonder Penny was so overexcited when Ruby had said she was her friend; she must have been the very first person or robot to ever call Penny their friend. Even if she was an android and came off sounding weird, she deserved to have more than one friend. Ruby decided it was time Penny made more friends, and she knew just how to do it.

"Listen Penny," said Ruby. "Have you ever been to a party?"

"No," said Penny. "What are those like?"

"They're a lot of fun. You get to dance, eat, drink, and best of all, meet lots of interesting people."

"That does sound like fun. Where can I find one of these?"

"My school is having a party for any student to attend, but non-students can come by as guests. How would you like to come join me?"

"You...want me to come with you?" asked Penny, starting to sound excited.

"Of course. I bet you'll make lots of new friends."

"You really think so?"

"I know so."

Penny was ecstatic. She was finally going to have real fun, and best of all, get a chance to make new friends.

"But wait!" said Penny. "What will I need to wear? And should I paint my nails? Do I need to bring my own food?"

"You don't need to do any of that!" said Ruby. "Just come as yourself. Meet me tomorrow in front of Beacon at 6:00P.M."

"Oh thank you Ruby!" said Penny. "I'll be there for sure!"

Just then, Penny started receiving a transmission within her.

"Can you hold on for one moment?" said Penny, turning around and taking the call. "Hello? ...do I have to? ...okay, I'll be there." Penny hung up and turned back to Ruby. "That was my master. I need to go home now."

"See you tomorrow then," said Ruby.

"See you tomorrow Ruby!" said Penny, taking off.

#

Before heading to his room to shut down for the day, Nick was ordered to see professor Gainsboro in his lab.

"What did you need me for professor?" asked Nick.

"I have a special assignment for you," said Gainsboro. "Tomorrow you will be assisting a man named Roman Torchwick in robbing the dust vault on the eastern side of Vale. I'll upload all the information you need."

Gainsboro took out a flash drive and inserted into a slot located at the back of Nick's head.

"Professor, I detect a conflict of interest with this assignment," said Nick. "The dust vaults are guarded by Cadet Security under the orders of the Schnee Dust Company. These new orders would conflict with those previously established."

"Ignore those previous orders," said Gainsboro.

"I'm afraid I cannot do that. Those orders were created by the President of Cadet Security himself. Under no circumstance am I allowed to ignore the orders of Cadet's highest ranking member."

"Except the President is currently away on business matters, leaving me in charge. Therefore, I'm the one calling the shots here, and I'm ordering you to override those orders."

"Understood. Overriding established orders. New orders: I will report to Roman Torchwick and obey his commands until further notice."

"That's a good android. You're dismissed."

Nick went to his room that he shared with Penny. Being androids, their "room" only consisted of their sleeping pods and a desk at the opposite side of the room.

"What did the professor need to see you about?" asked Penny.

"I will be out on assignment tomorrow night," said Nick.

"Looks like we've both got plans for tomorrow."

"You have plans as well?"

"Ruby invited me to a party tomorrow. I'm so excited! I'm going to make so many friends!"

"Just make sure you don't suddenly cause a scene like you did last time."

"Say Nick," said Penny, "remember when I asked you about love?"

"Yes," said Nick. "As I recall I gave you the definition and you thought it was an unsatisfying response."

"I was talking with Ruby about it, and I asked her for the procedure for falling in love. She said there wasn't really a procedure."

"Of course there is a procedure. While some variables change from subject to subject, there is a basic procedure to falling in love. First, subject A must first spend a significant amount of time with subject B. Second, subject A begins to develop feelings for subject B. Finally, subject A expresses those feelings with subject B. Should subject B share the same development of feelings, the two subjects will have fallen in love with one another."

"I see. Thanks Nick."

Nick closed his pod and shut himself down for the night. Penny closed her pod, her last thoughts before shutting down being how to start the procedure for the one she loved.


	2. Chapter 2

Team RWBY were back in their dorms, discussing the meetings they had with Penny and Nick.

"So Penny has a brother," said Ruby. "Funny how they sound nothing alike. I mean, why make androids with such different personalities?"

"I'd be more worried as to why they're being built in the first place," said Blake. "Considering what we saw Penny do, these androids sound like they could be very dangerous weapons in the wrong hands, which if the rumors about Cadet are true, is likely to happen."

"But they don't really seem like weapons," said Yang. "I mean, I can kind of see Nick being one, but Penny? She's too nice to ever be someone's weapon of destruction."

"She appears nice," said Weiss, "but who knows what she's really like. Maybe she's actually a more dangerous threat than the White Fang."

"You really think Penny could be a threat?" asked Ruby.

"Even if she isn't now," said Weiss, "all it would take is a little bit of reprogramming and Penny can go from being the weird girl who greets us out of nowhere to horrifying weapon of mass destruction."

"I just can't imagine Penny ever being like that," said Ruby. "And by the way, I'd appreciate it if you guys stopped calling her weird."

"I'm sorry. Is quirky more appropriate?"

"Look, I know Penny isn't exactly normal, but she's nice and trying to be friendly to us. So when she shows up to the party tomorrow could you at least make an effort to-"

"Wait a minute," interrupted Weiss. "You invited her to the party?"

"Are you sure that was wise, sis?" asked Yang.

"Now you listen to me," said Ruby, getting agitated at her team. "Penny has just as much of a right to show up and have a good time just like any of you. So tomorrow I expect this team to be friendly and respectful to her just like we would anybody else. Do I make myself clear?"

"All right," said Yang defensively. "Didn't realize you two were BFFs all of a sudden."

"We're not BFFs," said Ruby. "I'm just trying to help her make more friends, and I'd like to think I can rely on my team for support. Promise me you'll all make Penny feel welcome."

"We promise," said the rest of her team.

#

Penny was sitting on the airship heading to Beacon. Yesterday she was so excited to attend the party, but now that she was on the ship and would be arriving any minute, she started to feel anxious. After learning the set procedure for falling in love, she wondered how to best approach it. Did she really spend enough time to get to know the person that well? Was what she was feeling actually love, and was it the kind of love that meant you were in love rather than just plain love? Hopefully one of the new friends she was bound to make could help her out.

Team RWBY were waiting by the entrance of Beacon for Penny's arrival.

"Do we have to wait for her here?" asked Weiss.

"What I did tell you about making her feel welcome?" asked Ruby.

"That doesn't mean we have to stand out here."

"Weiss, is it really that hard to just say hello, maybe give a compliment, and then not act like a jerk to her?"

"When you're trying to make a big deal out of it, yes. Why are you suddenly obsessed about Penny?"

"I'm not obsessed. I just...I feel bad she doesn't have a lot of friends. When I was talking to her yesterday, she sounded as if she was alone in the world. I don't want her to feel that way. Would any of you?"

The others thought about Ruby's words for a moment. They all had personal memories of times they thought they were alone, and how badly they wanted to have somebody there for them. Now that they had several friends of their own, they had nearly forgotten what it was like to feel that way.

"I'm sorry," said Weiss. "I promise I'll be nice to Penny."

A moment later Penny's airship landed at Beacon. As soon as Penny got off the ship, she saw Ruby waving over to her. Penny was surprised to see Ruby's friends there as well.

"Hello Ruby," said Penny, "and hello Ruby's friends. I wasn't expecting you to be here."

"Why wouldn't we be?" asked Weiss. "We're your friends too right?"

"Really?" said Penny. "You guys are my friends too?"

"Of course," said Blake.

"Totally," said Yang.

Penny started shaking with glee. "This is great! We haven't even gotten to the party and I'm already making new friends! Where is this party anyway?"

"It starts in the auditorium in about an hour," said Ruby. "In the meantime, let me show you around Beacon."

"Okay!" said Penny. The five of them began walking around the main gate. "Say, now that we're all friends, we should get to know each other more. So what do you guys like to do outside of school?"

"I like to come up with ways I can improve my weapon," said Ruby.

"I like to perfect my skills as a huntress," said Weiss.

"I like to read," said Blake.

"I like to sleep," said Yang.

"What about you Penny?" asked Ruby. "Do you anything outside of...what do you do most of the day?"

"My masters usually have me testing my abilities in their labs," said Penny. "When I'm not doing testing I try to get out and see much of the world as I can, though they really don't like me doing that."

"How'd you get them to let you come to this party?" asked Yang. Penny suddenly stopped in her tracks, causing the rest of the team to stop and look at her.

"They...don't know I'm here," said Penny.

"Aren't you worried you'll get in trouble?" asked Ruby.

"As long as I'm back before curfew and don't cause any incidents, things should be fine," said Penny. "At least I hope so. I'm not doing the wrong thing am I?"

"Of course not!" lied Ruby. "Right guys?"

"Nothing wrong at all!" replied Yang.

"Nope," said Blake.

"Of course you're doing the wrong thing!" said Weiss.

"Weiss!" said Ruby.

Penny frowned and looked at the ground, ashamed that Weiss admitted the truth. Weiss walked up to Penny and lifted her head up.

"Listen Penny, sneaking out without permission and going to places you're not supposed to?" said Weiss. "Of course you're doing the wrong thing. But you know what? Every kid does it."

"Is that true?" asked Penny.

"I've snuck out of my house plenty of times," said Weiss. "Besides, some people say it's only wrong if you get caught."

"I never got caught," bragged Yang. "I was the master of sneaking out and coming home without my parents knowing any better."

"How come you can't be that stealthy when we're fighting Grimm?" asked Blake. Yang gave Blake an annoyed look.

"Thank you everyone!" said Penny, back to being her happy self. "That makes me feel so...normal."

As the five of them continued walking, Ruby started whispering to Weiss.

"Wow Weiss," whispered Ruby. "I never thought a girl like you would do that kind of thing."

"That's because I never actually did," whispered Weiss.

"Then why did you-"

"Because I'm trying to be nice to Penny."

Ruby smiled and nodded, then went back to showing Penny around Beacon.

#

Around the same time Penny arrived at Beacon, Nick arrived at the club where he was told he would be meeting his temporary master for the night. Nick entered the club and headed to the bar where Roman was sitting.

"Welcome Model-005," said Roman. "I've seen your demonstration yesterday, and I was impressed. Would you like a drink?"

"Hello Mr. Torchwick," said Nick, "and no, I do not require food nor water. I have been given orders to assist you in robbing the dust vault on the eastern side of Vale. Based on my calculations of the security put in place there, this job should not cause any difficulty beyond my abilities."

"It had better be. Your boss is charging me quite a huge sum amount of money for your services, and if this goes wrong because you weren't up to snuff, you and your boss will be sleeping with the Grimm."

"As I have told you, I've done the calculations. The security placed there by Cadet is strong, but are nowhere near my level of power. Even when taking into consideration the sudden interference of unknown parties and the possibility of betrayal or lack of cooperation from you, I predict a 99.999% chance of success at worst."

"You're that confident it'll go off without a hitch?"

"I am not programmed to feel confidence or any emotion in particular. I am simply stating facts Mr. Torchwick."

Roman smirked at Nick's response. "I'm starting to like this kid. Let's go over the plan, and please, call me Roman."

"If we are to be informal, you may call me Nick."

#

By seven o'clock, Team RWBY and Penny headed to the auditorium for the party. Everyone had their own plans for the party. Without getting a date, Yang decided she was going to try her luck by getting one at the party itself, and asked Blake to be her wingwoman. Blake agreed just to make sure Yang didn't start a fight. As pointless as the party seemed to her, Weiss hoped to talk to the older students in the hopes of having an intelligent conversation for once. Ruby just wanted to have fun and to make sure Penny has fun as well.

As soon as they arrived, they noticed Team JNPR by the concessions table and walked over to them.

"Guys, I'd like to you meet our friend Penny," said Ruby. "Penny, this is Jaune, Pyrrha, Nora, and Ren. They're known as Team JNPR."

"Salutations Team JNPR!" said Penny. "It's a pleasure to meet you!"

"Hi Penny," said Jaune. "Where are you from?"

"I'm from out of town," replied Penny. "I'm visiting from Atlas."

Before arriving at the party, Ruby had gone over with Penny how to respond to certain questions that might give away Penny's secret of being an android. Not that she didn't trust JNPR to keep a secret, but the less anyone knew about Penny's true origins the better.

"What are you doing in Vale?" asked Jaune. "You don't go to school?"

"I'm an independently trained huntress," said Penny. "My master and I are here on a business trip of sorts."

"How did you and Ruby meet?" asked Pyrrha.

"We bumped into each other a couple months ago," said Penny. "Or rather, Weiss bumped into me and Ruby and I quickly became friends."

"That's...interesting?" said Pyrrha, not quite knowing how to respond to such an odd occurrence.

"I love your bow Penny!" said Nora.

"Thank you," said Penny.

"You know, I used to think about wearing a bow, but I could never pull off the look. I tried wearing one around my waist, but I found out it really got in the way of smashing Grimm. Speaking of Grimm, one time, I was surrounded by a dozen Ursii!"

"A dozen Ursii? Were you worried?"

"Normal huntresses would be, but I certainly wasn't!"

"This is going to take a while," said Ren.

The rest of Team JNPR and Team RWBY went off to enjoy the party while Penny continued listening to Nora's story with great interest.

#

Roman and Nick were in the back of Roman's limo, going to the location of the vault.

"Say Nick," said Roman. "I meant to ask you earlier; you honestly don't feel weird about having to destroy the robots created by your own company?"

"Of course not," said Nick. "I was not programmed to have feelings, emotions, or a sense of morality. I am simply an android programmed for combat purposes. If I am ordered to destroy my company's fellow creations, then I will do so."

"So if I told you to just go and kill whoever created you, would you do that?"

"You do not have the right level of permission. As of now, professor Gainsboro's level of permission outranks above all else, and so I cannot be ordered to terminate him."

"Then how do I know you weren't ordered to kill me after this job is done?"

"I assure you Gainsboro has given me no such order."

"We've arrived at the gate Mr. Torchwick," said the driver.

"Well kid, time to see what you're really made of," said Roman.

Roman and Nick stepped out of the limo. The building was secluded away about a half mile from the city area, with a barbed wired fence stretching across for miles. The road leading to the building was blocked off by a gate that could only be opened from the other side. Nick jumped over the gate and headed to the panel that controlled the gate. He took out a sword and broke off the panel, causing the gate to start opening. Once fully opened, Roman and Nick entered the limo and headed to the building.

"Are you sure it's wise for you to come along?" asked Nick. "I can handle everything by myself."

"I want to make sure I get my money's worth," said Roman. "Don't worry about having to watch out for me."

Suddenly the limo came to a halt. "What's going on?" asked Roman.

"Sir, there are two security bots in front of the entrance," said the driver.

"They must have come out in response to the gate," said Nick. "I'll handle it."

The moon roof opened up and Nick climbed out onto the top of the limo. He saw the two bots standing near the entrance; the bots looked like metal soldiers carrying machine guns. The bots took aim at the limo, ready to shoot them down.

"Halt," said the bots. "You are trespassing on private property. Deadly force is authorized."

Before the bots can fire, Nick took out two of his swords and threw them towards the bots. Each sword impaled a bot through their head, instantly shutting them down. Roman peeked out of the moon roof and whistled, impressed at Nick's speed.

"That was quick," said Roman.

"It's easy when you know their CPU locations, which is usually located in the head," said Nick.

Roman got out of the limo and walked up to the entrance with Nick. The building was several stories high and looked like a typical office building. The entrance looked like a giant metal wall with no way to open it.

"Stand back," said Nick. Nick levitated two swords above him. The swords pointed towards the door and began to move in a circular motion. A green beam of energy began to form between the swords. Nick fired the beam at the top left corner of the door, cutting it through. He then guided the beam all around the door, causing the door to lean forward and collapse with a loud ground-shaking thud. As Roman and Nick entered the building, Roman expected to hear some kind of alarm go off, but nothing was happening.

"This place doesn't have an alarm?" asked Roman.

"Correction: The alarm is a silent signal transmitted to all the security bots in the building," said Nick. "It appears to be absent to fool intruders and lower their guard."

Roman and Nick headed to the emergency stairs - taking the elevator would set them up for an ambush - leading to the basement where all the dust was stored. As soon as Roman opened the door leading to the room full of dust, he was in awe. The basement was approximately three stories tall and looked like a big empty warehouse, with all the dust stored in the reinforced walls.

"We're definitely going to need more trucks," said Roman. "So where's the rest of the security?"

"Look up," said Nick.

Roman looked up and noticed a small army of robots suddenly dropping from the ceiling. Soon the empty room was filled with more bots like the ones outside, plus even bigger bots with gatling gun arms. All together there were fifteen guard bots and five gatling bots. Roman was starting to see why Nick wanted to come here alone.

"I query that you should leave and let me handle this," said Nick. His backpack opened and out came all ten of his swords. He gripped two of the swords in his hands as the rest hovered around him.

"I'll take that advice," said Roman, quickly heading for the door he came in. All the robots turned their attention to Nick and began opening fire.

Nick began dashing at a fast speed and used his other swords to block the oncoming bullets. He headed straight to the weaker guard bots and decapitated them one by one with the swords in his hands. With his quick speed and using his remaining swords to block for him, Nick was taking very few hits, and even those didn't deter him in the slightest. After taking out the guard bots, he turned his attention to the gatling bots. With all of them firing at Nick, Nick decided to back up against a wall and use all his swords to create a shield to block. Since the walls were reinforced for this kind of situation, Nick didn't have to worry about the dust suddenly exploding behind him. He waited until the gatling bots stopped firing to prevent overheating, then sent his swords flying towards the bots' heads to impale all of them.

After hearing the gun fire die down, Roman came back in and saw all the robots down and broken. The place smelled like thick cigarette smoke, but to Roman it smelled like victory.

"You were definitely worth every cent," said Roman. "Now, how do we begin opening these walls?"

"The walls are operated by a terminal on one of the upper floors," said Nick. "It'll be easy to access since all the security has been terminated."

"You go up and do what you need to do," said Roman. "I've got to call my men."

#

Back at the party, Penny was still talking to Nora. They had been talking about various things for about an hour. While Nora was on a story about her team, Penny noticed a group of boys gathering near the punch bowl. The tall orange haired one looked to be their leader.

"Tell me men," said Cardin, "what do you think of the punch?"

"It's okay I guess," said Russel.

"You know what I think?" said Cardin, pulling out a bottle of alcohol. "I think the punch could use a little kick."

"Good one Cardin," said Russel. Cardin poured the alcohol into the punch as the rest of Team CRNL laughed at their prank. Cardin quickly put the bottle away before anyone noticed. Penny didn't say a word and went back to listening to Nora.

"So long story short, that's why Pyrrha doesn't let me borrow her makeup anymore," said Nora.

"That's a shame," said Penny.

"You know Penny," said Nora, "we've been talking for so long I feel like we're long lost sisters."

"Really?" asked Penny. "You think we're like sisters?"

"Yep!" said Nora. If Penny was able to blush she'd be turning bright red along with her smile.

"I've wondered what it would be like to have a sister!"

"Only child huh?"

"I have a brother, but him and I don't really relate well."

"That's a shame. I don't have any siblings, but Ren is kind of like a sibling. We've known each other since...well forever."

"Nora, since you and I are like sisters, is it okay if I ask you...sisterly questions?"

"You can ask me anything!"

Penny leaned forward and spoke in a lower voice to Nora.

"Nora," said Penny, "do you find any boys attractive?"

"Well Ren and Jaune are definitely attractive," said Nora. "Personally I think Pyrrha might secretly have a thing for Jaune, and I mean who wouldn't? He's like one big huggable teddy bear. But of course he's nothing compared to Ren. I mean Ren is the prettiest boy in this school, and I'm not saying that just because he's my teammate and best friend but seriously who can possibly be more attractive than him?"

"What about girls?" asked Penny.

"Attractive...girls?" asked Nora.

"Do you find any girls attractive?"

"Well, I guess so? I never really thought about how attractive girls are. I mean not that there's anything wrong with girls finding other girls attractive or boys to boys or whoever to whoever. Whatever floats your boat, you know?"

"So you wouldn't think it's weird for a girl to be attracted to another girl?"

Nora started to have a grin on her face, knowing what Penny was really trying to say. "Are you trying to say you're attracted to another girl?" asked Nora.

"I'm not sure if I'm 'attracted' to her," said Penny, "but lately I find myself having these strange feelings for her. I have several friends now, yet I find myself wanting to be with her more than the others. She makes me so happy, and I...I want to make her just as happy."

Nora started giggling. "I think you're in love!" said Nora.

"You think so?" asked Penny.

"Of course! I mean, are you willing to do anything to make this special someone happy?"

"Yeah?"

"Are you willing to spend the majority of your life around her? Are you willing to be there whenever she needs you?"

"Yes and yes?"

"Then that settles it! You're in love Penny!"

"That's weird. I was told that love was a lot more complicated than that."

"It's not complicated at all! Love is simply finding someone who makes you happy and wanting them to be happy right back."

"But what about all the situations where love isn't okay?"

"I don't believe in that. Well, there are a few exceptions, but that just comes from people being creepy weirdoes. You're not a creepy weirdo are you?"

"Not that I'm aware of."

"And this person you're in love with: She's not a creepy weirdo too is she?"

"No, she's a perfectly normal girl."

"Then I'd say it's perfectly okay!" proclaimed Nora.

"Thank you Nora," said Penny. Shortly after they were done talking, Ruby ran up to them.

"C'mon Penny!" said Ruby. "Come dance with us!"

"Okay!" said Penny, joining Ruby on the dance floor. Penny was having the time of her life. So much so that she began to ignore the transmissions coming in from Gainsboro.

#

Roman and Nick were outside the vault, as several of Roman's men came in and out of the building, carting away loads of dust. Nick began to receive a transmission from Gainsboro.

"Hello professor," said Nick.

"Nick, where is Penny?" asked Gainsboro. "It's past curfew and she hasn't responded to my calls."

"She informed me that she would be attending a party at Beacon Academy," said Nick. "I query she would be located there."

"What is she...," said Gainsboro, sounding like he was about to lose it. "Never mind! I want you to go over there and bring her back right away before she causes another incident."

"Understood professor," said Nick. "I am afraid I have to leave Roman. The professor has an emergency I must attend to."

"Go right ahead," said Roman. "You've done more than enough for us tonight, and I think you'll be doing plenty more in the near future. My driver will give you a lift."

"Thank you," said Nick. Nick went to the limo and asked the driver to send him to the airship station.

#

Another hour into the party and Penny couldn't be happier. Before tonight, Ruby was the only friend Penny had; now she had all of Team RWBY and JNPR as her friends. Plus now that she began to understand the meaning of love, it wouldn't be long until she can tell that special someone how she really felt.

Penny and Ruby were talking by the concessions table when Penny felt a hand touch her shoulder. Penny turned around and was surprised to see Nick.

"Hi Nick!" said Penny. "I didn't know you were invited too!"

"Correction: I am not here because I was invited," said Nick. "I received a transmission from our master that you were out past curfew."

"It's curfew already?" said Penny, starting to panic. "I must have lost track of time!"

"I figured as much. The master was worried that you would be involved in another incident much like the one at the docks weeks ago."

"There's no incident here. In fact, I've made so many new friends! Speaking of, this is my friend Ruby."

"So you are subject Ruby that Penny is constantly talking about," said Nick.

"Yeah, I'm that...subject," said Ruby. "So you're Penny's brother huh?"

"Technically we aren't actually related," said Nick, "but in a way yes, I'm Penny's younger brother."

"Younger?"

"I'm a newer designed model, so if we were to be blood related, I would technically be the younger brother despite being built to look older. Anyway, it's time to go Penny."

"But I really want to stay," said Penny. "I'm having so much fun!"

"The master is insistent we report back to the lab now as per his command."

"Please let me stay a little bit longer?"

"I'm not allowed to disobey the professor, but since you are behaving yourself, I'll query him to extend our stay here. Will one hour be suffice?"

"That's perfect! Thank you Nick!"

As Nick was about to call the professor, the rest of Team RWBY went to the concessions table.

"This party has been a waste of my time," said Weiss. "Everyone here is either too busy dancing like a fool or won't even acknowledge my presence."

"I think they just can't stand your attitude," commented Yang. "Now, me on the other hand, I'm having the time of my life!"

"That's because they take one look at you and think 'easy.'"

"D'aw, is the rich little heiress mad that all the boys love me and not you?" said Yang in her most condescending voice possible.

"Shut up!" said Weiss.

"Calm down Weiss," said Ruby, taking a cup and filling it up with punch. "Here, have some punch."

Weiss took the cup and downed the whole drink in one gulp, and immediately regretted it when the awful taste covered her entire mouth.

"Even the punch tastes awful!" complained Weiss.

"Oh quit being a baby!" said Ruby. "There's no way the punch can be that bad!"

Ruby filled a cup for herself and took a sip. The moment she tasted the nasty bitterness, she spat it right back out.

"OOOH!" yelled Ruby. "The punch IS awful! What is this?"

"May I have a cup for analyzation?" asked Nick. Ruby handed her cup to Nick, who looked directly into the cup and analyzed the punch.

"What you are drinking seems to be a mixture of two separate drinks," said Nick.

"What do you mean?" asked Ruby.

"Well, most of the ingredients in this mixture would indicate that it is normal fruit based punch. But there is also traces of another drink which appear to have the characteristics you would find in a bottle of alcohol."

"Did you say alcohol?" yelled Weiss in a panic.

"I query by your reaction that should not be part of the mixture," said Nick.

"You're damn right it shouldn't! Somebody spiked the punch! Oh dust, I drank alcohol when I'm not supposed to!"

"Calm down Weiss," said Ruby. "It was an accident."

"Accident or not, I drank it!" said Weiss. "I could be drunk right now!"

"Weiss, I'm pretty sure you'll be fine."

"One drink is all it takes Ruby! I need to get out of here!" Weiss screamed as she ran off.

"Who would spike the punch?" asked Ruby.

"Well," said Penny, "earlier I did witness a boy and his friends pour something into the punch and laughing about it."

"What did he look like?"

"Let's see...he was tall, had dark orange hair...and I think his friends called him Cardin."

"I should have known," said Ruby. "I need to tell Goodwitch. Blake, Yang, make sure nobody else drinks the punch."

Ruby ran off to find Goodwitch. Yang looked around and slowly reached for a cup, but got slapped on the wrist by Blake.

"I have a feeling this dance is about to turn into an incident," said Nick. "I query that we should be leaving now."

"Do we have to?" moaned Penny.

"I am doing this for your safety Penny," said Nick.

"I guess we can go then," said Penny.

Nick and Penny headed for the exit, navigating through the big crowd. While trying to get through, Penny accidentally bumped into Cardin.

"Hey! You shoved me!" said Cardin.

"I'm sorry. That was an accident," said Penny.

"Yeah? Well so is this!" said Cardin, shoving Penny to the ground. Cardin and his team laughed, while Penny simply got up and look unphased.

"That didn't seem like an accident," said Penny. "It appeared you did that on purpose."

"Way to go genius," said Cardin sarcastically. "Did you figure that out by yourself?"

"Can I ask why you did that on purpose?"

"Gee, let me think...," said Cardin, before shoving Penny again. Cardin and his team laughed and walked off. Nick noticed Penny getting bullied and walked over. Without missing a beat, Penny got up and talked to Nick.

"Nick, I'm confused. This boy keeps shoving me and I don't know why."

"Based on my data of human interaction, men will usually shove another person as an attempt to say that they want to engage in combat."

"Oooh. So he wants to fight me. Okay."

Penny walked up to Cardin and tapped him on the shoulder.

"Back for more huh?" asked Cardin.

"Sir, I accept your challenge for a fight," said Penny.

"A fight? You hear that boys? This bitch wants to fight me!" said Cardin, causing more laughter amongst his team. "You know what? Go ahead, I'll let you throw the first punch!"

"How very generous!" said Penny. Penny wound up her arm ready to throw a straight right. Cardin laughed as he was secretly waiting to grab Penny's arm to stop her punch. Suddenly, Penny threw her arm at lightning speed and landed on Cardin's jaw. The next thing Cardin knew he was launched across the room and landed right into the sound equipment playing the music. Everyone turned to see the speakers collapse on top of Cardin as the music suddenly grinded to a halt. Team CRNL ran over to check on Cardin as everyone was wondering what just happened.

"What a terrible battle strategy," remarked Nick. "What possible reason would one ever let their opponent make the first strike?"

"Maybe he was just being nice," said Penny.

"I would query that to be wrong," said Nick.

Ruby was talking to Goodwitch when they suddenly heard Cardin crash into the soundstage. Ruby turned to see Penny with her arm out and realized it was her doing. Ruby quickly ran over to Penny and Nick to make sure to get them out of there.

"Hello Ruby!" said Penny. "Me and Nick were just about to leave-"

"Yes, leave," said Ruby. "We need to leave now!"

Ruby pushed Nick and Penny as a signal to start moving faster. Luckily they made it out of the school before anyone can stop them.

"You guys are seriously lucky Goodwitch didn't catch you!" said Ruby.

"Did we do something wrong?" asked Penny.

"I would query that knocking out that boy was not appropriate behavior," said Nick.

"No, it definitely wasn't," said Ruby. "I mean, Cardin's a jerk and he had it coming, but you did it at the worst possible time."

"Oh," said Penny. "I'm sorry Ruby. I didn't mean to act inappropriately! I've completely ruined this night!"

"Hey now," said Ruby, "you didn't ruin anything Penny. Sure it didn't end on the best of terms, but I'm still glad you came."

"You mean that?" asked Penny.

"Absolutely!" said Ruby. Hearing that put a wide smile on Penny's face.

"Sensational!" said Penny.

"I would query this would be the time to say our goodbyes," said Nick. "Goodbye Ruby. It was nice to meet you."

"Nice to meet you too Nick," said Ruby, extending her arm. "We should get together again."

"I would query that to be unlikely," said Nick, shaking Ruby's hand. "The master has been keeping me quite busy these days."

"Well hopefully you get some free time," said Ruby. "Goodbye Penny." Ruby extended her arm to Penny, who grabbed Ruby's hand with both her hands.

"I had such a wonderful time Ruby!" said Penny. "Thank you so much for inviting me!"

"Anything for a frie-"

Before Ruby can finish, Penny suddenly leaned in and gave Ruby a kiss on the cheek. She waved goodbye as her and Nick left Beacon. Ruby continued to stand there with her arm out and the surprised look on her face that occurred the moment Penny kissed her. She was trying to register in her mind what just happened. She turned around and started heading back to her dorm, still trying to comprehend what Penny did.

Ruby arrived back at her dorm, where Weiss was balancing herself on one foot while trying to recite the alphabet backwards to make sure she hadn't gotten drunk. Shortly after Ruby arrived, Blake came back from the party.

"Weiss, what are you doing?" asked Blake.

"I'm giving myself a sobriety test," said Weiss.

"You're not...never mind," said Blake, not wanting to end the night arguing with Weiss. "So what happened to Penny?"

Ruby was still so absorbed about what Penny did that she didn't listen to Blake.

"Ruby!" said Blake, snapping Ruby out of her trance.

"Oh, what?"

"Where's Penny?"

"Oh. She and Nick left. What happened to the party?"

"Goodwitch threatened to cancel it after what happened," explained Blake, "but Ozpin convinced her to let it keep going. Team CRNL is in deep trouble."

"You don't say," replied Ruby, sounding like she wasn't interested in what Blake was saying. Blake was starting to notice Ruby's mind seemed to be elsewhere.

"Something's bothering you," said Blake. "What's wrong?"

"Nothing wrong, but..."

"Does it have something to do with Penny?"

"We were saying our goodbyes, but before she left, she kissed me on the cheek. Why would she do that?"

"Well this is Penny we're talking about. Maybe she got the idea that when you leave, you kiss someone on the cheek."

"I know Penny has a hard time understanding some things, but I think even she knows you don't usually do that with someone."

"I think you're overthinking this. It wasn't like she tried to kiss you on the lips. That would have been awkward."

"Maybe I am overthinking it," said Ruby. "Still feels pretty weird though."

"At least you're not freaking out like Weiss over there," said Blake. Ruby and Blake turned to see Weiss grab a pencil and wave it around to make sure she was able to keep eye contact on it at all times.

#

Before Penny and Nick shut down for the night, they were ordered to see Gainsboro in his lab. Gainsboro was initially mad about Penny sneaking out to attend a party, but decided to calm down after hearing the good news about Nick's mission being a complete success.

"You wanted to see us sir?" asked Nick.

"Just wanted to check up on each of you after what happened tonight," said Gainsboro. "Starting with you Penny; you can't be going off to places with such a large public presence. You know that."

"I'm sorry sir," said Penny. "Are you mad at me?"

"Under normal circumstances I would be mad," said Gainsboro, "but tonight I'm in a very good mood, so I'll let you off the hook for now. But next time you do something like this, you need to ask for my permission."

"Thank you sir," said Penny, heading back to her room.

"As for you Nick, excellent job on your mission. You've made me very proud, not to mention rich. I expect our relationship with Mr. Torchwick will only get better."

"Thank you professor," said Nick. Nick returned to his room where Penny was waiting to talk about her night.

"It was so wonderful Nick!" exclaimed Penny. "I got to make so many new friends thanks to Ruby, and she was so happy for me to be there."

"I have to say, I have never seen you so happy before. It almost makes me wish I had your emotional programming."

"I feel more than happy Nick. I can't truly describe it. It's like...it's like I feel alive."

"Just don't let it go to your head. Good night Penny."

"Wait. Before you shut down, I wanted to let you know; I think it's time for the next step in the procedure."

"Procedure?" said Nick. "Ah yes, the love procedure. So you really think you have feelings for this Ruby girl?"

"I know I do," said Penny. "Now I just need the right moment to tell her."

"Do you realize there's a chance that Ruby can reject those feelings?"

"But I'll never know unless I express how I really feel. Good night Nick."

Penny entered her pod and shut down for the night. Nick shook his head and entered his pod to shut down.

"If I was capable of envying you Penny, I would not be doing that now," said Nick before shutting down.


	3. Chapter 3

"WHAT? ARE YOU KIDDING ME?"

Weiss' outburst caused the rest of the team to wake up. Saturday was supposed to be one of the two days they can get extra sleep, especially after staying up late for last night's party. Weiss' outburst put a nix to that, and they weren't happy about it.

"Jeez Weiss, wake up all of Vale while you're at it," moaned Yang.

"What's going on?" asked Ruby.

"My family's been robbed!" said Weiss. Weiss played the news report on her scroll and turned up the volume so the others could listen.

"In what may be the biggest dust heist in history, an entire vault's worth of dust was stolen last night on the eastern side of Vale. Nothing remains of this vault except for a basement full of broken down machines. The machines are owned by Cadet Security, hired by the Schnee Dust Company to protect their vaults. We reached out to the presidents of both companies to explain how this robbery could have happened, but neither have yet to comment. A representative from Schnee claims that the blame solely rests on Cadet, claiming they sold Schnee an inferior form of security. Cadet responded that their machines are top of the line in security, but did not explain how or why they failed to stop whoever intruded into the vault. The Vale police force are continuing to investigate if this robbery is connected to the string of dust robberies recently committed by Roman Torchwick, a wanted fugitive still on the loose."

"Top of the line they say?" yelled Weiss. "If they were so top of the line, my family's company wouldn't have lost millions worth of dust in one night!"

"Who has that kind of manpower to rob a vault?" asked Yang.

"You don't think it could be Roman and the White Fang again, could it?" asked Ruby.

"If it really was the White Fang," said Blake, "then it would mean even the higher-ups are cooperating with Roman. I don't understand why, unless they really have become nothing more than a terrorist organization now."

"I don't care if it's the White Fang or not!" said Weiss. "I am not going to sit back and let some low-lives make off with my family's property! I need to make some calls!"

Weiss grabbed her scroll, quickly got dressed, and headed out the door. Since going back to sleep wasn't going to be possible, the rest of Team RWBY decided to get up.

"Well this weekend is off to a fantastic start," said Yang sarcastically. "Once again we have another dust robbery mystery to solve."

"But who else aside from Roman and the White Fang would rob the place?" asked Ruby.

"Maybe it was an inside job," said Blake.

"An inside job?" asked Ruby. "By who?"

"It could be that the Schnee Dust Company wanted the place robbed, or maybe Cadet Security sent them weak security on purpose. Those are two possibilities," explained Blake.

"After seeing the way Weiss blew her top," said Ruby, "I doubt anyone at Schnee is happy about it."

"So maybe Cadet really is behind this," said Yang. "You've said before there have been unflattering rumors about Cadet going around."

"But why would Cadet purposely screw over Schnee?" asked Ruby.

"Corporations are always willing to backstab one another for their own gain," said Blake. "Perhaps Cadet really is behind this somehow."

"That's enough investigating for now," said Yang. "Time for breakfast."

#

Later that day, Team RWBY were walking in the city. Weiss went off on her own to play private investigator, trying to find any clues that could lead to the identities of the dust thieves. The rest of her team doubted she would actually get any useful information, but didn't want to tick her off more than she already was. They decided to walk around the commercial district when they came across the boardwalk by the pier. The place was currently under construction for a carnival to be taking place next week.

"Too bad Weiss isn't here to see this," said Yang. "She would love to see such organization."

"How many years has it been since we last went to one?" asked Ruby.

"About eight years ago. I still remember uncle Qrow getting mad at that one guy over the milk bottle game."

"I remember that too! He nearly took his head off with that one throw. That's when we learned to never play carnival games again."

"We should totally come here next week."

"But what about the dust robberies?" asked Blake.

"Let Weiss and the police worry about that," said Yang. "I'm not going to pass up having fun because of some criminal investigation."

As they were looking over the boardwalk, they were soon greeted by their familiar robotic friend.

"Hey Ruby!" greeted Penny.

"She actually said hi first," remarked Yang. "She's improving."

"Hey Penny," said Ruby. "What's up?"

"I was walking around the city when I came across this flyer," said Penny. She showed them the flyer advertising the carnival to celebrate the start of summer. "I've never seen a carnival before."

"We were just talking about coming here next week," said Ruby. "Why don't you join us?"

"Actually Ruby, about that..."

"Is something wrong?" asked Ruby.

"I was going to ask for you to come with me...alone," said Penny.

"Alone?" said Ruby. "You mean, just you and me?"

Penny nodded. Team RWBY were surprised by Penny's request. Just yesterday Penny was overjoyed with having lots of friends, and now she only wanted to hang out with Ruby.

"If that's what you really want to do; I mean, what do you guys think?"

"I don't have a problem with it," said Yang.

"I'm not going anyway," said Blake.

"That's great!" said Penny. "We'll meet here next week at around seven?"

"Seven is good," said Ruby.

"Thank you so much Ruby! See you next week!" said Penny, before walking off. As soon as Penny wasn't in listening distance, Yang started to speak up.

"Tell me I'm not the only one who sees what's going on," said Yang.

"I think I know," said Blake.

"Know what?" asked Ruby. "What's going on?"

"Ruby, don't you think it's weird that she started asking you about love, then kissed you on the cheek, and now wants to go to the carnival with just you and her?" said Yang.

"I'll admit it's a bit strange," said Ruby, "but I think it's just Penny getting used to how friendship works."

"I don't think this is merely about friendship anymore."

"What do you mean?"

"Ruby, I think Penny might actually be in love with you."

Ruby was a bit taken aback by Yang's claim. Now that Ruby thought about it, it did sound like Penny was asking Ruby out to a date, and it seemed more than coincidental that Penny had asked Ruby for the meaning of love just two days before. The thought of Penny being in love with Ruby was causing Ruby to blush.

"Oh my God, maybe she really is in love with me," said Ruby.

"And am I right to assume you're not in love with her?" asked Yang.

"Of course I'm not. How can I when she's...you know."

"Batting for the other team?"

"Well not that! I mean the other, more obvious reason?"

"So how are you going to break the news to Penny?"

"I'll just have to explain to her why it wouldn't work out between us. I'm sure she'll understand."

#

Nick was in Gainsboro's lab receiving his weekly tune-up as Gainsboro studied his latest combat data.

"These results turned out far better than I thought," said Gainsboro. "You barely suffered any damage to your systems from that mission. I was almost afraid your body wouldn't be able to take such heavy fire."

"So I will not require any tuning?" asked Nick.

"Just for cosmetic reasons. As far as I'm concerned, you are becoming the perfect weapon I've always hoped for."

"Thank you professor."

As Gainsboro was working on Nick, Penny walked into the lab.

"Hello Penny," said Gainsboro. "Did you need something?"

"Professor Gainsboro, may I ask you for a favor?" asked Penny.

"What kind of favor?"

"Will you lend me lien?"

"That depends. Lien for what?"

"I'm going on a date next week."

Gainsboro stopped working on Nick and turned his attention to Penny.

"I'm sorry," said Gainsboro. "Did you say date?"

"Yes. I've asked a close friend of mine-"

"Absolutely not! You are NOT going on a date!"

"But professor-"

"But nothing! You've already been dangerously close to exposing what you are. I am not going to allow you to do it on some date! That isn't what we built you for!"

"This isn't fair!" yelled Penny, stomping the ground in anger. "All you want me to do is stay here and be tested! Why can't I go out and have a life?"

"Because you're an android!" said Gainsboro. "You're not supposed to have a life!"

"But I want to! I want to make friends, have fun, and do all the things normal people do!"

"Enough Penny! You're not going and that's it, and if you say another word about it I'll have you dismantled!"

"Excuse me Penny," said Nick. "May I have a word alone with the professor? You may come back after I am finished."

As much as Penny wanted to keep arguing, she decided to leave the lab.

"Professor Gainsboro, please do not be too hard on Penny's emotional expressions," said Nick. "That is how she was initially programmed after all."

"Are you trying to defend her Model-005?"

"Yes. Penny, aka Model-001, was designed to express human emotions as realistically as possible to test how emotions can play into combat. What the design failed to realize however was how that emotional programming can play into non-combat roles."

"Where are you going with this?"

"Although Penny is at risk of exposing her identity, I query that these social gatherings Penny attends will actually benefit her combat abilities by better understanding said emotions."

"Nonsense!" replied Gainsboro. "You were programmed without any emotions and you've proven to be perfect in combat. If anything, these emotions Model-001 has is holding her back from her true potential."

"You haven't the necessary data to prove that hypothesis," said Nick. "I query that it is possible that the opposite could be true, but we cannot prove either if you continue to, as humans would put it, 'shun' her emotions."

"Very well," sighed Gainsboro. "I'll allow Penny to go on this date of hers. You better not make me regret this Model-005."

"Thank you professor," said Nick. Nick sent a transmission to Penny telling her to come back in. When Penny entered the lab, Gainsboro reached into his desk and pulled out lien cards to give to Penny. Penny gasped as it meant Gainsboro had a change of heart.

"This is all you'll be getting," said Gainsboro.

"Thank you professor!" said Penny. "I promise not to cause any trouble!"

"Well just to make sure you don't, Nick will be accompanying you."

Penny was about to protest Gainsboro's order of Nick tagging along, but decided to not risk angering the professor and losing her chance again.

"Understood professor," said Penny before leaving. After Nick was done with his tuning, he went back to his room where he was greeted with a hug by Penny.

"Thanks for changing the professor's mind Nick," said Penny.

"I hope my presence will not be a burden on your date," said Nick.

"It won't be," said Penny. "I'm already coming up with the proper adjustments to make sure the date goes just as planned. This is going to be the perfect date."

#

The week quickly passed by without much incident. With no leads into finding Torchwick and the stolen dust, strict blockades were put around Vale to prevent the dust from leaving the city. The media began reporting on the theory that the robbery may have been an inside job. Despite these claims, Schnee continued to pay Cadet large sums of money to increase security to their other vaults. Gainsboro was more than pleased to see two large sources of income coming his way.

Weiss' private investigation went nowhere, and so she decided to buy what she claimed was top of the line spying equipment so she can find the thieves herself. Included in said equipment was a machine to pick up sounds far away, night-vision binoculars, GPS bugs, and a bunch of other seemingly unnecessary gadgets.

That afternoon, Weiss was going over her equipment before her and Blake would set out to one of the vaults Weiss believed would be robbed. The others were worried that Weiss was going overboard.

"Don't you think this is overdoing it?" asked Ruby.

"It's been an entire week and they still haven't found out who stole the dust," said Weiss. "If they're not going to find out who's behind it, I will."

Weiss threw all her spy gear in a backpack plus two suitcases and was about to head off, but the backpack was too heavy to carry by herself. Blake sighed and took the backpack instead.

"Are you sure you want to go Blake?" asked Yang.

"Even if the White Fang aren't involved, I still need to find out for myself," said Blake. "Enjoy the carnival."

A few minutes after Weiss and Blake left, Yang and Ruby headed out with Team JNPR. Nora was jumping up and down, more excited to be going to the carnival than everybody else.

"What should we do first?" asked Nora. "The bumper cars? The roller coaster? Or maybe...the tunnel of love?"

"They don't have a tunnel of love at carnivals Nora," said Ren.

"That's a shame," said Yang. "Guess this means Ruby won't be-"

Ruby punched Yang in the shoulder before she can finish.

"What was that for?" asked Pyrrha.

"It's nothing," quickly said Ruby.

"Ruby here is going on a date," said Yang.

"It's not a date!" replied Ruby.

"You have a date Ruby?" asked Nora, taking sudden interest in the topic. "With who?"

"I do not have a date," said Ruby. "I'm just spending time alone with Penny."

"Sounds like a date to me!" said Nora. "So who asked who out?"

"Penny asked Ruby," said Yang. "I think she might be in love. Ruby on the other hand not so much."

"I think you two would make a cute couple!" said Nora.

"We are not going to be a couple!" yelled Ruby.

"Not with that attitude," said Yang. Ruby punched Yang in the shoulder again and ignored them both for the rest of the trip.

#

Gainsboro was working in his lab when he received a text message on his scroll. He looked at his scroll to see the message came from Torchwick, demanding to meet with Gainsboro for another job he had for Nick. Usually him and Torchwick would discuss this over the phone, but with Cadet starting to investigate suspicious behavior in their employees, Gainsboro had to keep a lower profile than usual. Gainsboro agreed to meet with Torchwick and asked for the location. When Torchwick gave him the time and place, Gainsboro wasn't pleased. The location just happened to be near Schnee's biggest vault located in uptown Vale.

"Of all the places you had to pick, you pick the one that's going to cause us the most trouble," muttered Gainsboro to himself. "At least the pay will be worth it."

Meanwhile, Penny was excited that the day for her date with Ruby had finally come. Even if Nick was forced to tag along, she wasn't going to let anything ruin her date. All week long she had discussed with Nick about the date in perfect detail; what rides they would go in order, what games they would be playing, and what time they would step aside to watch the late night fireworks show. Before they left, Penny was going over her overly detailed plan to Nick one last time.

"So what do you think?" asked Penny.

"Sounds fine to me," said Nick. "But I have noticed you are lacking a fail-safe procedure."

"Fail-safe?" asked Penny.

"What were to happen if this date doesn't go as planned?"

"I'm sure it'll go just as planned."

"Based on what?"

"Well...I just think it will."

"Oh no," said Nick, sounding like he was worried. "I should have known to bring this up sooner."

"Is something wrong Nick?"

"Penny, we need to talk."

"About what?"

"I query your emotional programming has caused you to make severe miscalculations."

"What are you talking about?"

"This date you will be going on with Ruby. You're so sure that this date will go just as you planned, you have not calculated any possibility of failure."

"How it can fail? Ruby and I are going to have a great time and then I'll finally get to tell her my true feelings."

"If you recall, the final step of the procedure involves subject B having the same feelings as subject A. You don't know if Ruby shares the same feelings you do. What will you do when you find out she doesn't?"

Penny stalled, trying to come up with an answer. Just as Nick said, Penny didn't think of what would happen if Ruby wasn't in love with her.

"I'll...think of something," said Penny. "Besides, why dwell on one of many possible outcomes?"

"This is worse than I calculated," said Nick.

"What's worse than you calculated?"

"Penny, your emotional programming has caused you to be in denial."

"I am not in denial!" yelled Penny. Now she was starting to get irritated by Nick.

"Correction: You are only focusing on a solution you believe is possible, but based on my calculations, has a zero percent chance of occurrence," explained Nick.

"What makes you think I have zero chance with Ruby?"

"You really don't know, or is your programming causing you to express denial?"

"What are you trying to say Nick?"

"Penny, we are built to never tell a lie, but at the same time, we are able to withhold the truth. I query your decision; would you like to hear the truth about why you and Ruby cannot be together, or would you rather I withhold it as classified information?"

"Keep your opinion to yourself," said an agitated Penny.

Before Nick can reply, he received a transmission from Gainsboro.

"What is it professor?" asked Nick.

"Nick, I need you to come with me," said Gainsboro. "We've got a meeting we need to attend."

"But professor, I was previously ordered to accompany Penny on her date."

"We've got more important matters on our hands. I would tell Model-001 to cancel her date, but knowing her she'll just sneak out and disobey me anyway. Report to my lab at once."

"Understood professor," said Nick, hanging up. "The professor requires my presence. You'll be on your own after all."

"Sensational!" said Penny, smiling wide.

"Enjoy your date with Ruby, although based on my calculations-"

"I will, thank you!" said Penny, not wanting to hear about Nick's opinion.

#

After they arrived, Yang and JNPR went ahead while Ruby waited by the entrance for Penny. As Ruby was waiting, she was going over in her mind how she was going to tell Penny the truth. Should she just say it bluntly, or ease her way into it to soften the blow? Either way, she knew she had to tell her before things got too far.

"Ruby!" shouted Penny, running up to Ruby. All right, thought Ruby. Time to tell her.

"Hey Penny," said Ruby. "Ready to have some fun?"

"You bet I am!" said Penny. "I've been looking forward to this for so long. My professor even gave me lien, so everything is going to be on me!"

"Wow Penny, that's...really nice of you. But before we go, there's something I need to tell you."

"What is it?" asked Penny.

Ruby tried to look into the eyes of Penny and tell her, but suddenly tensed up and froze upon looking at Penny's innocent, smiling face. If Ruby told Penny the truth now, Penny might get upset and it would just makes things awkward between them for the rest of the night. The last thing Ruby wanted to do was make Penny upset after all the good Ruby has done to help Penny make friends.

"Never mind," said Ruby. "Let's go enjoy the carnival."

"Okay!" said Penny, grabbing Ruby's hand and heading to the ticket booth. Once they got inside, Penny looked around at everything the carnival had to offer. Ruby felt strained; she needed to tell Penny this wasn't a date, yet every time she looked at how happy Penny was, she couldn't bear to do it. Ruby decided she was going to ride this out as long as possible before having to give in to telling Penny.

"So what did you want to do first?" asked Ruby.

"Let's go play the games!" said Penny.

"I wouldn't play them if I were you."

"Why not? Aren't games supposed to be fun?"

"These games aren't. They're rigged so that you have no chance of winning any of the good prizes." Ruby pointed to a nearby booth where kids were tossing rings over milk bottles. "Like see that ring toss game? The rings are just barely big enough to fit on those bottles, and they set the best prizes on the bottles you can't possibly land on."

"We'll see about that!" said Penny. Penny went right up to the booth and paid to play.

"I'm telling you Penny, it's too hard to win."

"It's not hard. All you need to do is calculate the distance, put your arm at the right angle, and then give it just the right amount of force and..."

Penny tossed the small ring at the bottle located in the direct center. Ruby expected the ring to bounce right off, but instead the ring easily went through the bottle. Everyone looking was shocked to see the ring wrapped around the neck of the bottle.

"How did you...," said the booth man. "I mean, congratulations! You win the grand prize!"

"Actually, could I have that toy instead?" asked Penny, pointing to a small rag doll.

"That thing? Whatever you say."

Penny picked a rag doll with short orange hair, a pink bow on top, and a green princess dress.

"Why'd you pick that doll?" asked Ruby.

"I like this doll," said Penny. "Something about its look seems so appealing to me."

"Actually, she kind of looks like you," said Ruby.

"So she does!" said Penny, looking over the doll. "I'm going to call you Penny junior!"

Ruby giggled at Penny naming the doll. "Penny junior? You can't name a girl junior!"

"Why not?"

"I don't know, it just isn't normal that way."

"But just because it isn't normal doesn't mean it's wrong, right?"

"You know what Penny? You're right. Penny junior it is!"

Penny would go on to play several more games at the carnival. Despite their purposely difficult nature, she would easily win all of them without much effort. Penny didn't care about the prizes; she already had what she considered the best prize imaginable in that princess doll. She played the games for fun and would give away her won prizes to other kids, as Ruby wasn't interested in dolls.

"I think that's enough games for tonight," said Ruby. "Let's check out the rides."

"Okay!" said Penny. "I know the first ride I want to check out!"

Penny pointed to the giant Ferris wheel. Ruby nodded in approval as they ran to the Ferris wheel. They got into their booth and looked out the windows to see the view. Once they reached the top, they were able to get a view of the city.

"I've never seen the city like this," said Penny. "It's so beautiful. Look at the beautiful city Penny junior!"

Penny held up her doll towards the window. Ruby smiled. She was having such a good time with Penny, it was saddening to her that she still needed to tell Penny that this wasn't the date Penny thought it was.

Or maybe, she began to thought, she didn't need to tell her. At least not tonight.

#

Weiss and Blake were camped out on top of a building in uptown Vale, located near one of the Schnee vaults. Weiss was laying low and scoping out the area with her night-vision goggles while listening to a police scanner. Blake was simply looking around.

"What makes you think they'll be attacking this place?" asked Blake.

"This is the biggest dust vault in the entire city," said Weiss. "If there's one place dust criminals would definitely strike, it's this one."

"That doesn't necessarily mean they're going to show up here tonight."

"Then I'll just keep showing up every night until they do."

The two of them had waited for about a couple hours until a limo pulled up and parked on the street perpendicular to the vault. Weiss tapped Blake's shoulder and pointed to the limo that pulled up.

"What'd I tell you?" said Weiss. "Now help me set up the equipment."

Blake and Weiss set up the audio enhancing equipment and pointed it towards the limo. A few minutes later, another limo pulled up and parked across from the other. Once that limo parked, one man came out from the back of each limo. Out of the first limo was Roman Torchwick, and out of the second was Gainsboro.

"It's Torchwick," said Blake. "Figures he'd be involved. But who's the other man?"

"Let's find out," said Weiss. Weiss went over to the amplifier and turned up the volume.

"I know you pay well Torchwick," said Gainsboro, "but even this is beyond our limits."

"Are you saying that new toy of yours doesn't have what it takes to break into that vault?" asked Roman.

"A vault with the highest form of security imaginable," remarked Gainsboro. "Security I might add that were designed by my company. So I know exactly what we're dealing with."

"Look," said Roman, "how much do I have to pay you to get this job done?"

"Considering the size and risk of the task at hand, I'm going to have to double our price."

"Double?" said Roman. "Are you insane?"

"Look at this way Torchwick," said Gainsboro. "You're already going to make a fortune from all that dust you stole the other night. What's a small advanced payment to an even greater fortune?"

"Well okay," said Roman. "I'll agree to pay you double. But only because that model robot of yours did such a good job last time."

"They're going to attack with a robot?" said Blake.

"This robot of theirs is going to have to be the size of a tank in order to break into this vault," said Weiss.

Gainsboro went to his limo and opened the back door. Blake and Weiss were shocked to see the person coming out of the limo was someone they have met before.

"Isn't that Nick?" asked a shocked Weiss.

"It is Nick!" said an equally shocked Blake.

"If Nick is there, does that mean Penny is involved as well?" asked Weiss.

"I hope not," said Blake.

"Good to see you again Nick," said Roman. "Ready for another mission?"

"Only if professor Gainsboro approves," said Nick.

"I approve," said Gainsboro. "But be careful Nick; this vault has our company's strongest defense."

"I've already done the calculations," said Nick. "I predict a ninety-five..."

Nick suddenly stopped and started to look around.

"What's wrong?" said Gainsboro.

"I'm picking up a signal interference nearby," said Nick. "Someone is using some kind of special equipment."

"Uh oh," said Blake. "I think that means he's spotted us."

"How could he?" asked Weiss.

"Weiss, think about who we're dealing with here," said Blake. "We don't really know what he's capable of."

"Special equipment?" asked Gainsboro, looking towards Roman. "You better not be backstabbing us Roman!"

"I can say the same thing about you!" replied Roman.

"The signal is coming from the roof of that building," said Nick, pointing towards the building Blake and Weiss were on. Roman pointed his cane towards the building.

"Show yourselves!" shouted Roman.

"Well so much for using stealth," said Weiss.

"So what now?" asked Blake. "Do we run or fight?"

"Like I'm going to run and let these rapscallions steal more of my family's dust?"

"Not that I care about your family's plight, but I would like to find out what's going on."

Blake and Weiss jumped off the roof and used their semblances to land safely on the ground.

"Oh joy!" said Roman sarcastically. "It's a bunch of teenage girls here to ruin my frigging plan! What is it with me and teenage girls?"

"I know these two," said Nick.

"You know them?" asked Gainsboro.

"They're friends of Penny. The one in white is Weiss Schnee, the one in black is Blake Belladonna."

"Schnee? As in THE Schnee corporation?" said Gainsboro.

"That's right," said Weiss. "Care to explain why you're sending those robots of yours to rob from my family?"

"What else my dear?" said Gainsboro. "For the money!"

"I just have a thing for dust," said Roman. "More specifically, stealing tons of it for plans that are none of your business."

"I'm making it my business!" said Weiss.

"It appears that they are willing to fight us," said Nick. "I can easily fight them off for you if you wish."

"That won't be necessary," said Roman. "Considering my luck with huntresses lately, I've decided to bring a little backup."

Roman banged on the roof of his limo. The door opened and out came two twin girls wearing dresses and heavy makeup. One was dressed in red and had claws attached to her wrists; the other was dressed in white and wore boots with sharpened heels.

"So are these like the huntresses you want us to fight?" asked Miltia, the red dressed girl.

"They don't look tough," replied Melanie, the white dressed girl. "I mean that one over there looks like a ten-year-old."

"Dibs on the smart mouth," said Weiss.

"Fine with me," replied Blake.

"Nick!" said Roman. "You focus on taking down the vault's security. We'll handle things here."

"Understood Mr. Torchwick," said Nick, walking away from the fight.

"I'll just be out of your way," said Gainsboro, getting back in his limo and taking off.

#

After going on more rides, Ruby and Penny were now waiting for the fireworks show. Penny had asked to go somewhere more private and where they would get a better view. They went to an outer area of the boardwalk outside the carnival and sat on a bench.

"The night is so clear," said Ruby. "Maybe we'll see a shooting star."

"What's that?" asked Penny.

"It's like a giant ball of light that flashes quickly through the sky. If you see one, make a wish and it'll come true!"

"Shooting stars can do that?"

"It doesn't hurt to try!"

"What would you wish for Ruby?"

"You can't tell someone your wish. That'll jinx it."

"All right. I'll keep an eye out for shooting stars."

Ruby and Penny went back to looking up at the sky. It was peacefully quiet with only the two of them. This was it, Penny thought. It was finally time.

"Ruby?" said Penny.

"Yeah Penny?" said Ruby.

"You're...you're a really good friend."

"Well thank you Penny. You're a really good friend too."

"Actually, you're more than a good friend. You're my best friend. I couldn't ask for a better friend than you."

"Um...thanks Penny," said Ruby, starting to blush slightly. Penny turned around and grabbed Ruby's hand. Ruby turned to Penny, who had a serious look on her face.

"You're kind, caring, beautiful, and you always make me feel so happy," said Penny.

Oh no, thought Ruby. It was the moment Ruby was hoping would not be happening. As much as Ruby appreciated all the heartfelt things Penny was saying, it was time to tell Penny the truth.

"Listen Penny," said Ruby. "I'm grateful you feel this way about me, but there's something we need to discuss. We-"

Before Ruby knew it, Penny leaned forward and kissed Ruby on the lips. The kiss lasted for about three seconds; the only reason it lasted so long was Ruby was so initially shocked at what was going on she had no idea what to do. Once she quickly regained her composure, Ruby pushed Penny away and stood up.

"Penny!" exclaimed Ruby. "What are you doing?"

"I was trying to kiss you," said Penny. "Did I not follow the correct procedure?"

"WHY were you trying to kiss me?" asked Ruby.

"To show that I'm in love with you," said Penny.

"You're serious aren't you?" asked Ruby in a state of disbelief.

"Why wouldn't I be? That is how love works does it not?"

"No! I mean, love kind of works that way, but this? This is not how it works! Not at all!"

"I don't understand. Did I do something wrong?"

"Yes! Well, not WRONG wrong, but you can't...we..."

"Ruby," said Penny, starting to get concerned. "What are you trying to say?"

"Penny," said Ruby, "I'm not sure what you think our relationship is, but whatever it is, it's not happening."

"I thought we were lovers," said Penny. Hearing that word caused Ruby to turn bright red. "Are you saying we're not lovers yet?"

"We're not lovers now and we never will be!"

"Never will be? But Ruby, I'm in love with you. That would indicate that...you could never love me."

"That's exactly it Penny. I can't ever fall in love with you."

Hearing that caused Penny to stand up as well, worried about why Ruby was starting to say such a thing.

"But why?" asked Penny. "Is it because you don't find girls attractive?"

"That's one of the reasons," said Ruby.

"There are more? Is it because you don't like me?"

"No Penny, of course I like you."

"Then I'm really confused. If it's because you are attracted to boys as per the norm, I would be sad but understanding. If it's because you don't actually like me, I would be even sadder but at least I would know how you felt. So what other reason could there be?"

"C'mon Penny, isn't it obvious?"

Penny paused and tried to figure out what Ruby was trying to say, and then it finally came to her.

"I get it now!" said Penny. "You are secretly in love with someone else!"

"No!" yelled Ruby. At this point Ruby was losing her patience with Penny. "Penny, we can't be together because you're NOT REAL!"

Penny was perplexed at Ruby's outburst.

"What...what do you mean I'm not real?" asked Penny.

"I can't believe I have to say this," said Ruby. "Penny, it doesn't matter how you ever feel about me or how I ever feel about you. The truth of the matter is, you're not a real human being."

"What does me being an android have anything to do with it?"

"Remember when I said that not all relationships are normal, and some are even wrong? This is one of the wrong ones. A human being can't fall in love with something that isn't human."

"But I'm just like a human!" said Penny. "It's not like I'm some kind of inanimate object or an entirely different species! Why is it wrong for us to be in love with each other?"

"Let's say I were to be in love with you," said Ruby, "and we became...lovers. Right now it would all look fine. You and I appear to be the same age. But what's going to happen five, even ten years from now? I'm going to grow up into a woman and travel the world as a huntress, but you? You're still going to be the same 'age' from when I've met you."

"If that's the problem, I can change!" said Penny. "I can ask my masters to rebuild me to look age appropriate!"

"But would they actually go for that?" asked Ruby. "And even then, how long would you be able to keep up this charade?"

"However long it would last!" said Penny. "Ruby, I would do anything it takes for us to be together! I want to be with you for the rest of my life! Nobody makes me feel the way you make me feel! Isn't that what love is?"

"I'm sorry Penny," said Ruby, "but even if all that were possible, the fact that I know you're not really a person...it can never work."

Penny took a few moments to take in what Ruby said. Penny thought she had love figured out, but it was just like Ruby at her told in the beginning: It was so complex with no concrete answers. Yet despite its complexity, Ruby was dead set on believing that the real and the unreal could not be in love with each other.

"I see. Thank you for your honesty Ruby," said Penny, turning around and starting to walk away.

"Penny?" said Ruby. "Where are you going?"

"I'm sorry Ruby," said Penny, "but right now I suddenly have this overwhelming urge to stay away from you forever!"

Before Ruby can respond, Penny started running as fast she could. Ruby ran after her but even with her semblance Penny was too fast. Ruby yelled for Penny to stop but Penny ignored Ruby. As soon as Penny turned a corner Ruby lost her. Ruby called out to Penny, but got no reply. She then noticed something on the ground; it was the doll Penny won that looked like her. Either Penny lost it from her running, or had gotten rid of it. Ruby felt like a large stone had sunk into her stomach. She knew Penny would get upset at hearing the truth, but not to the extent of wanting to never see Ruby again.

"What have I done?"

#

Despite being outnumbered, Weiss and Blake were easily able to take out the twin girls and Roman. The twin girls were laying unconscious inside one of the store buildings the fight broke into. Roman was sitting in the street laying back against the limo he had been thrown into.

"Why does Junior even keep those two around?" wondered Roman aloud. Blake and Weiss held up their blades near Torchwick, ready to thrust at a moment's notice.

"All right Torchwick, start talking!" said Weiss. "What's your plan?"

"Isn't it obvious?" asked Roman. "To steal lots of dust."

Weiss suddenly thrust her sword into the limo, less than an inch off from Roman's neck.

"You know what I mean!" said Weiss.

"You must be the bad cop," said Roman, then turning to Blake. "I guess that makes you the good cop."

Blake thrust her sword through the limo, also less than an inch off from Roman's neck.

"Enough games Torchwick," said Blake. "Why are you taking the dust, and why was the White Fang helping you before?"

"Let's just say that the White Fang and I have been employed by a generous group of entrepreneurs," said Roman.

"And who is this group you're working for?" asked Weiss.

Before Torchwick could respond, an explosion went off in the distance. The three of them turned to see the explosion come from the vault. Weiss and Blake forgot about Torchwick and ran over to see what happened. Part of front of the main building had been demolished, and coming out of the destruction was Nick, completely unscathed. Weiss and Blake couldn't believe what they were seeing. Weiss was starting to shiver at the sight of Nick simply walking out of the building like nothing happened.

"What the hell is he?" muttered Weiss.

As Nick was approaching them, Weiss and Blake got into a fighting stance, ready to fight Nick despite what little chance they would actually have. Nick jumped over the fence and ignored Blake and Weiss, instead walking to Torchwick.

"The security was a lot tougher than initially calculated," said Nick, "but the deed has been done. The vault is now ready to be robbed per your command."

"Change of plans boy!" said Roman. "First I want you to obliterate those two damn huntresses!"

"I query that based on the surrounding damage and the incapacity of your backup that the huntresses have proven to be more than you're capable of handling."

"No kidding! Now go kill them!"

"Understood," said Nick. Nick pulled out two swords from his back and got into a fighting stance. "This should only take a few minutes at the very most."

Before anyone can make the first move, the sounds of loud sirens began to blare nearby.

"Looks like we're out of time," said Roman. "Get us out of here now."

"Understood," said Nick. Nick picked up Torchwick, then used his swords to stick into a building and create a ladder to escape. Blake and Weiss used their semblances to climb back onto the roof, get their equipment, and leave before the police arrived.

#

Everyone at the carnival looked up at the fireworks lighting up the night sky. Yang and Team JNPR were enjoying the show. Ruby however was solemnly walking past everyone. She looked around hoping to see Penny somewhere in the crowd, but all she saw was the look of happy faces enjoying the fireworks show; the show that Penny and Ruby should have been watching together right now. Along the way she passed by Yang and Team JNPR without realizing it. Yang noticed Ruby walk by without saying a word.

"Hey sis!" said Yang.

"Hi Yang," said Ruby, sounding like she just had her soul sucked out of her body.

"What's wrong?" asked Yang. "And where's Penny?"

"I've made a terrible mistake," said Ruby.

"What did you do?" asked Yang.

"I told Penny the truth. Now she never wants to see me again," explained Ruby, a tear flowing down one of her cheeks. Realizing something was seriously wrong, Yang went up to Ruby and hugged her.

Meanwhile, Penny was on the roof of a building, sitting with her knees up and trying to bury her face in them. She didn't once look up at the fireworks display. Instead she was focusing on closing her eyes as hard as she could, trying to form a single tear.

"Come on already!" said Penny. "I'm supposed to be sad! So why can't I cry?"

As Penny tried to cry, the words of Ruby's confession kept playing in her processed mind. More specifically, the part where Ruby had told Penny she wasn't real.

"But I am real! I have to be real! If I'm not real...then what am I?"

The thought of not being real overwhelmed Penny with sadness, but try as she might, she couldn't do what she wasn't built for. Penny could not cry. As she continued to attempt the impossible, she received an incoming transmission.

"Hello?" said Penny.

"Penny, it's Nick. Professor Gainsboro wants us back at the lab. Has your date been completed yet?"

"I guess you can say that," replied Penny.

"Very well. See you back at the lab," said Nick, then he hung up.

Penny got up and started to head back when she looked up and notice a bright light passing quickly through the sky. It must have been one of those shooting stars Ruby had talked about; the celestial objects with the power to make wishes come true. Seeing the star, Penny closed her eyes and folded her hands real tight.

"I wish to be real. I wish to be real. I wish to be real," she kept repeating to herself. After about a minute of wishing, Penny opened her eyes and still found herself to be an android. An android that was real enough to have emotions, yet couldn't fully express them. An android that was real enough to be considered a human, but couldn't do everything a human can do.

An android real enough to fall in love, but not enough to be loved back.


	4. Chapter 4

After the fireworks was over, Ruby and Yang went home by themselves. Along the way Ruby explained everything that happened. Yang tried to console Ruby by telling her she did the right thing, but Ruby didn't buy it. Ruby was regretting everything she said to Penny, whether it was true or not. As soon as they got home, Ruby buried herself under her blankets and tried to go to sleep. About an hour later Weiss and Blake arrived.

"So how did it go?" asked Yang.

"It's a long story," said Blake. "We'll explain everything in the morning. How was the carnival?"

"Didn't end on a happy note. Ruby and Penny had a falling out."

"What happened?"

"I'll explain it tomorrow. I think we can all use a good night's sleep tonight."

#

Gainsboro was pissed. He received a message from Torchwick saying that Torchwick refused to pay for the latest mission going sour. Gainsboro replied that it wasn't Nick's fault Torchwick couldn't handle amateur huntresses and was the one responsible for the failure. Gainsboro wanted to never help Torchwick again, but Torchwick insisted he get helped one last time or else Torchwick would expose Gainsboro's illegal ventures. Gainsboro was trapped; now he was forced to help Torchwick or get busted.

"So what are your orders professor?" asked Nick.

"I'm afraid we'll have to do what Roman says for free," said Gainsboro. "Hopefully since the robbery was a bust, it will lessen everybody's suspicions about us."

There was a knock on the door of Gainsboro's lab. Gainsboro opened the door and saw Penny.

"Model-001, you actually came back on time," said Gainsboro. "So how was this date of yours?"

"It was horrible," moaned Penny.

"It's just as I calculated," said Nick.

"Shut up!" yelled Penny.

"What happened?" asked Gainsboro, quickly losing his patience.

"Ruby, the girl Penny went out on a date with, has rejected Penny's feelings because they are in fact coded in artificial intelligence instead of being genuinely real," explained Nick.

"My feelings ARE real!" said Penny. "I'm real!"

"I really do not have the time for this," said Gainsboro. "Both of you return to your room and shut down."

"Professor, I need you to make changes to me," said Penny.

"What kind of changes?"

"I need you to make me human."

"What do you mean make you human?"

"I need to be able to cry when I'm sad, and to blush when I'm happy, and know what it's like to eat, and have dreams when I sleep. I need...I need to be human!"

Gainsboro sat down and rubbed his temple. Between Torchwick blackmailing him and Penny acting ridiculous, he was starting to get a migraine. Penny continued to stand there with her hands folded, hoping Gainsboro would fulfill her request.

"All right Model-001," said Gainsboro. "I'll begin working on your upgrade tomorrow. It should be ready in two days."

"You'll really fix me that fast?" asked Penny, getting excited that she could be a human soon.

"You'll be fixed all right; because I'll finally get rid of that emotion crap!"

Penny was startled by Gainsboro's last comment. This wasn't what Penny was asking for at all.

"Get rid of my emotions?" asked Penny.

"I knew from day one that giving an android emotions was a mistake," said Gainsboro. "But the President insisted I make one anyway. So I was forced to toil into creating an emotions program within your system. I could have used that time to design more powerful androids, but instead I have to work on some President's pet project!"

Penny was starting to get really upset at Gainsboro. It was evident that Gainsboro didn't care about her feelings, just like Ruby.

"Is that all I am to you?" said Penny. "A pet project?"

"You could have been so much more Penny," lamented Gainsboro. "You could have been another great success like Nick here, but because of those emotions I've programmed into you, you're just a whiny, useless hunk of junk. But don't worry Penny. I'm going to fix all that. Soon you won't have to worry about not being able to cry or eat or dream of electric sheep. I'll have you upgraded into the android you were always supposed to be."

"I am not useless junk!" yelled Penny, enraged at how Gainsboro viewed her. "Nick, help me! Tell the professor why he's wrong!"

"I agree with the professor," said Nick. "While the short term results of your emotional programming have been positive, the long term effects have proven that your design is ultimately flawed compared to mine. A simple upgrade to my style of programming will fix this flaw."

Penny couldn't believe what was happening. Even her own brother, her closest ally, was turning against her. Penny went up to Nick and slapped him as hard as she could. Despite being hit, Nick didn't change his expression.

"How dare you!" screamed Penny. "You think I'm flawed just because I'm upset? That I want to feel like a real person?"

"Yes," said Nick.

"That's enough!" said Gainsboro. "Both of you go to your room now!"

Without hesitating, Penny ran back to her room. She quickly grabbed her backpack containing her swords. As soon as Nick entered the room, Penny started to leave.

"Where are you going?" asked Nick.

"I can't be here anymore!" said Penny. "I'm not going to live with people who think I'm just some broken machine that needs to be fixed!"

"I query that to be a bad idea. You have no other place to go."

"Then I'll wander the entire world until I find one! Goodbye!"

Overhearing Penny's outburst from down the hall, Gainsboro came out of his lab to address Penny.

"Model-001, you are not to leave the premises!" said Gainsboro. Penny ignored Gainsboro and continued on her way to the exit. "Model-001, I am ordering you to come back here right now!"

Penny stopped in her tracks. She turned around and walked up to Gainsboro. Before Gainsboro can say another word, Penny suddenly punched Gainsboro hard in the chest, knocking him to the ground and clutching his chest like he was about to have a heart attack.

"Now you know how I feel," said Penny, turning back around and leaving. Nick stood by and simply observed everything happening. Penny stopped and turned to Nick.

"Don't even think about following me!" said Penny.

"I had no intention," said Nick.

And with that, Penny left Cadet for what she intended to be the last time. Once she was out of sight, Nick helped Gainsboro back up.

"That little bitch," growled Gainsboro. "She's been nothing but an annoyance since the day she was built."

"I must remind you once again professor," said Nick, "Penny is just doing what she was programmed to do. Perhaps if she reaches some kind of cooling off stage, we may be able to upgrade her then."

"At this point it would just be easier to scrap her and rebuild from scratch."

"That is a valid alternative solution, albeit time consuming."

#

Penny wandered around the dark streets of Vale. She had never been to the city at such a late hour. Whereas the day was bright and full of people to talk to, the night was dark and void of life. It was the perfect atmosphere for the way Penny felt. Being an android who was never meant to leave the lab, she felt alone. She had no family or friends; her "family" consisted of company executives who ordered her, the lab professors who built her, and the androids of the same model.

Then she met Ruby. They had only known each other for about a minute, but Ruby had called Penny her friend. Penny finally had a real friend. They've only met each other a few more times since then, and every time felt like a special occasion. Even if they did nothing more than talk for a few minutes, it made Penny feel joyful to talk to someone who treated Penny like a person instead of a machine. It made Penny want to be with Ruby every chance she got.

That's when she began to get curious about love. She knew of it from the database implanted into her, but didn't understand what it really was. Of course no one in her "family" could tell her, either because they too would only give her the literal definition or saw no point in teaching an android the concept. She knew the only person she could rely on to truly teach her what love was about. That's when she began to put the pieces together. She wanted to be with Ruby constantly; she wanted to make Ruby happy the way Ruby made her happy; Ruby had given Penny's life meaning outside of being an android built for her company's own reasons. It had to mean Penny was in love. Penny didn't want to admit there was a chance Ruby would reject her, but if that were to happen, Penny would try to accept Ruby's reasons.

But she never expected for it to be because she wasn't "real." Hearing Ruby say the words "not real" devastated Penny. It was one thing for her "family" to call her that because that was the way they always treated her, but Ruby was different. Ruby was the one who treated Penny like a real person, helped her make more friends, and showed her how to live. Yet in the end, Ruby thought of Penny just like everyone else did. It didn't matter to Penny how many friends she had anymore; the one she cared for the most admitted she could never love her.

Now Penny was worse off then she started. At first she only felt alone; now she was alone. Her "family" had rejected her for wanting to be real, and Ruby had rejected her for not being real.

Penny decided she had enough wandering for one night and stopped by a bench that would serve as her home for the night. She noticed something under the bench. She bent down and picked up a rag doll. It looked kind of like the one she won at the carnival, only it had a blue dress and black hair. Penny had tossed away her winning doll because it would only remind Penny about Ruby. She lied down on the bench and began talking to the doll.

"Hello there little dolly," said Penny. "Were you abandoned because you're not a real person either? Well don't you worry. Penny will be your friend, and you'll be my new best friend. Won't that be great little dolly?"

Penny shook the doll's head up and down to make it seem that the doll was saying yes.

"I know you're not real, but I won't love you any less for it. Not like my old best friend. I was in love with her and she said she could never love me because I wasn't real like you. Well if she can't love me, then I won't love her. I'll hate her! After all, she broke my heart. She had the nerve to dismiss my feelings just because I wasn't made of flesh and blood, and that I won't grow up into a woman like she will! She doesn't care about how I feel! That's why she..."

Penny suddenly closed her eyes and buried her face in her hands like she was trying to prevent herself from crying, which she couldn't do anyway.

"I can't do it! I can't hate her! Ruby is a sweet person and the closet friend I ever had! How can I possibly hate someone like that? Even when I know she doesn't care about me, I'm still going to love her."

Penny picked up the doll and began to trace her fingers all around it's body. She began to squeeze and bend the doll in different ways. No matter what Penny did, the doll kept smiling.

"Maybe Nick and the professor were right. Having these emotions was a mistake. If I didn't have emotions, I wouldn't have to feel sad and alone. I wouldn't have to feel like there's nothing to live for. I'd be just like you little dolly. You don't have any emotions; you'll always smile no matter what. It doesn't matter what I do or say to you; you'll just smile back like nothing's wrong."

Penny pressed her thumbs against the corners of the doll's mouth, trying to get it to frown, but the stitching didn't make that possible. The doll continued to smile as it was intended to.

"You're smiling like you're happy, but you're not really happy. You don't know the real joy of hanging out with friends, having fun, and falling in love. You were created only for amusement. Then again, apparently I was created for the same thing, and yet they gave me the gift of experiencing genuine happiness."

Penny sat up and looked into the doll's eyes, as if she would find the answer by staring deep enough.

"What should I do? Ruby won't love me the way I love her, but I don't want to turn into just another emotionless machine. I want to smile because I'm happy, and not because I have it stitched across my face. I'm sorry little dolly, but I don't want to be you. I want...I want to be me."

Penny laid down on the bench, turned on her side and tried to go to sleep, but she wasn't tired enough. She then realized she never actually got tired; when it was time for her to "sleep," she would shut down in her pod and be woken up after a set amount of time. Forced to stay awake the whole night, Penny decided to close her eyes and attempt to simulate a dream. In her dream, she and Ruby were getting married, and all their family and friends would be there celebrating.

#

The next morning, Team RWBY woke up and got dressed quickly so they can discuss what had happened last night; except for Ruby, who tried to go back to sleep the moment she woke up.

"Ruby, we've got important matters to discuss," said Weiss. "It's time to get up."

"I'm not getting up," said Ruby, picking up a pillow and burying her head under it.

"This is serious Ruby," said Weiss, standing up and pulling Ruby's blankets off. "Get up now or I'll drag you out."

"Fine," said Ruby. Ruby dragged herself out of bed and quickly got dressed. The four of them sat on the bottom beds, with Ruby folding her arms and looking away.

"Still upset about last night?" asked Yang.

"Can we please not talk about it?" asked Ruby. "So what happened at the vault last night?"

"Blake and I found the people responsible for the robberies," said Weiss.

"Let me guess," said Yang. "Good ol' Roman Torchwick?"

"But this time he's got backup," said Blake.

"Not the White Fang again I hope," said Yang.

"Worse," said Weiss. "He was being helped by Nick."

"Nick?" said Yang. "You mean Penny's brother?"

"You have to be mistaken," said Ruby, turning to Weiss. "Why would Nick be working for Torchwick?"

"I don't think he was doing it on purpose," said Blake. "His creator was there as well, ordering him to help Torchwick."

"And if Nick is helping out Torchwick," said Weiss, "it could mean Penny is involved as well."

"No!" yelled Ruby, suddenly standing up enraged. "Penny would never do that!"

"Calm down sis!" said Yang. "Weiss was only speculating-"

"What's there to speculate?" asked Ruby. "You think just because Penny and Nick are alike that Penny is going to be a criminal too?"

"Why are you getting upset at me for?" asked Weiss. "I'm just saying if Nick can be commanded to help Torchwick, then Penny-"

"She wouldn't!" said Ruby. "Penny isn't some mindless robot! She's..."

Ruby suddenly ran into the bathroom and closed the door. Weiss got up and knocked on the door calling for Ruby to come back out. With Ruby ignoring Weiss, Weiss turned to the other two members of her team with a befuddled look on her face.

"Am I missing something here?" asked Weiss. "Why is Ruby throwing a fit over Penny?"

"Ruby and Penny's date ended really bad," said Yang.

"What happened?" asked Blake.

"Penny admitted to being in love with Ruby."

"IN love?" asked Weiss.

"Yeah. Even planted a kiss on the lips."

"So how did they have a falling out?" asked Blake.

"Because Ruby told her they couldn't have a relationship, since you know, Penny isn't really a human."

"I see," said Weiss. "Ruby told Penny the truth and Penny couldn't handle it. I don't see why Ruby would be upset about it."

Ruby opened the door. Her eyes puffed with redness from the crying she was doing in the bathroom.

"I'm upset because I ruined Penny's feelings," said Ruby.

"Why? It's not your fault Penny can't comprehend the impossibility of a robot and human falling in love," explained Weiss.

"Whoever said it was impossible?" asked Ruby.

"It's common sense!" said Weiss. "Ruby, Penny isn't real; she's a machine. Nothing more than a computer in the shape of a human."

"You're wrong!" said Ruby. "Penny isn't just a machine!"

"I hate to say it Ruby, but Weiss is right," said Blake. "Penny may act emotional, but that doesn't make her a real person. She can't have that kind of relationship with you."

"Of course she can!" said Ruby.

"If that's what you really believe, then why'd you break up with her in the first place?" demanded Weiss.

"Because...because..."

Ruby suddenly walked out of their room. Weiss threw her arms up in defeat, no longer having the patience to deal with Ruby.

"Wonderful," said Weiss. "We've got Cadet helping Torchwick gather enough dust to wipe out armies and our leader is too busy crying over a break up."

"I'll go talk to her," said Yang. "I'll call you guys when things have settled down."

#

Nighttime was a lot longer than Penny had realized. Her simulated dream of her wedding with Ruby was not long enough to last the night, so she wound up simulating an entire life with Ruby. From meeting each other as children and to going to the same schools, to eventually growing old and raising a family. It was a life Penny would have loved to have if not for the fact that she was nothing more than a glorified simulation herself.

Penny continued to roam around Vale with her only friend, the doll she found last night. She passed by the restaurants with people eating and enjoying each others' company; the benches with couples holding each others' hands; the children chasing each other and laughing loudly.

"Look at them little dolly," said Penny. "All the emotions and expressions they make. It's all second nature to them. They don't realize what it's like to be able to enjoy such simple pleasures."

Penny walked into a park with a giant water fountain in the middle. Penny sat by the fountain and grabbed a handful of the water, splashing it straight into her eyes. She then tilted her head up so the water would look to be pouring out of her eyes. "It's just not the same," she muttered.

Penny got up and started walking away, forgetting that she had put her new doll down. One of the kids in the park noticed Penny leaving the doll behind, so she grabbed the doll and ran up to Penny.

"Excuse me miss," said the kid. "You forgot your dolly!"

"Huh?" said Penny, turning around and seeing the kid with her doll. "Oh! Thank you." Penny took the doll and was about to turn back around when something caught her attention. She noticed someone sitting by the fountain, but she could only see their back; they were wearing a red hood. There was only one person Penny knew that wore a red hood like that; it had to be her.

Ruby had not only decided to leave her room, but Beacon entirely. Yang had ran up to her and tried to convince her to come back, but Ruby was too upset to talk about anything relating to Penny and needed to get away. Yang decided to tag along with Ruby until Ruby was ready to come back. Much like Penny, Ruby had spent most of the morning simply walking around Vale and feeling upset about their break up, with Yang trying to make small talk to cheer Ruby up. Ruby and Yang eventually stopped by the park fountain where Ruby sat with her hood on, while Yang decided to get them ice cream. Ruby had been staring at the ground and didn't realize Penny was in the park with her.

Penny wanted to run up to Ruby and talk about what happened, but didn't know how to approach her. There was a mix of emotions Penny was feeling towards Ruby. She was happy to see someone she can talk to, but sad that it was the one who broke her heart, and a bit of anger because of why. Plus she didn't know how Ruby was going to react to seeing Penny again. Would Ruby be happy to see her, or get mad just like when Penny confessed her feelings?

Penny wasn't ready to talk to Ruby yet. Instead she sat on the opposite side of the fountain so she couldn't be seen, but can overhear what Ruby would say. As soon as Penny sat down, Yang sat down next to Ruby and gave Ruby her cone.

"You shouldn't wear your hood like that in this kind of weather," said Yang. Ruby didn't respond, instead just staring at her cone in silence.

"Have you heard what Beacon might have planned for our finals?" asked Yang. "I heard it's going to be so intense it's going to make the initiation look like a cakewalk." Yang looked to see if Ruby was giving any sort of response, but continued to get the silent treatment.

"Really not in the mood for talking huh?" asked Yang. "Gonna at least eat your cone?"

"Last night at the carnival," said Ruby, "I nearly offered Penny some cotton candy. I stopped myself at the last second because Penny couldn't eat even if she wanted to."

Yang was surprised Ruby finally started talking, and about Penny no less.

"Ready to talk about what happened?" asked Yang.

"What's there more to say?" asked Ruby. "I already told you everything that happened."

"Not about last night," said Yang. "About this morning's sudden outburst. So you think Penny is real after all?"

"No," said Ruby. "Weiss and Blake were right. Heck, I'm the one who said those things to Penny herself."

"So then why the sudden change of heart?"

"Because this is all my fault. I made it sound like it was okay for anyone to be in love with anybody they wanted to. I'm the one who planted the idea of being in love into her and leading her on. If I had explained the truth earlier maybe she wouldn't have been so upset, but instead I wait to tell her right after she bears her true feelings."

Penny was feeling justified for her actions. It was Ruby who taught Penny everything she knew about love, and as Penny suspected, Ruby had taught her wrong. It wasn't Penny's fault she fell in love with Ruby. She wondered how Ruby was going to make this up to her.

"I need to find Penny and apologize," said Ruby.

"Then what?" asked Yang. "It won't change the fact you and Penny can't be together."

"I'll just lie to her then," said Ruby. "I'll take back everything I said about her not being real."

"You honestly think that's going to make things better?" asked Yang. "Being in a relationship you know is completely fake?"

"But at least she'll be happy for a while."

Penny was shocked, yet excited. She was finally going to have the relationship she wanted. Her and Ruby were going to become lovers.

Yang felt the complete opposite. Yang stood up, pulled off Ruby's hood and grabbed her by the shoulders, causing Ruby to look up and see the disgusted look on Yang's face.

"I'm not going to allow that," said Yang. "Not to be the overbearing older sibling here, but I'm not going to let Penny put you in an abusive relationship like that."

"What do you mean abusive?" asked Ruby. Penny was thinking the same question.

"Look at yourself!" said Yang. "Penny runs away and causes a scene, and suddenly you act apologetic and take the blame for it. Let's pretend for a moment that Penny was in fact a human being, and you still decided that you didn't want to be in that kind of relationship with her. What do you think Penny would do? Ends things amicably, or run away and cry like a child?"

"I don't know," said Ruby.

"Relationships are two-way streets Ruby," said Yang. "If Penny wants to act like a real human being, she needs to accept the truth that the two of you aren't going to be an item and get over it."

Penny felt insulted by Yang calling her child. She wanted to yell at Yang and tell her she wouldn't do that, except there was one problem: She did run away and cry - or would have cried if given the ability. Penny was just as unsure as Ruby.

That's when Penny realized how selfish she was. All this time Penny had only cared about how she felt. She never considered Ruby's feelings. If Penny was really in love with Ruby like she claimed to be, Penny would accept Ruby's decision no matter what. But when Ruby said something Penny didn't want to hear, Penny ran away and played victim. Now here was Ruby willing to let Penny feel better at the expense of lying to herself. Penny was wrong; just because Ruby wasn't in love with Penny didn't mean Ruby didn't care about Penny's feelings. Penny wanted - no, needed - to go up to Ruby and apologize.

As Yang was waiting for a response from Ruby, her scroll started beeping. Yang pulled out her scroll and saw she was getting a call from Weiss.

"Hello?"

"Has Ruby gotten over Penny yet?" asked Weiss.

"Not quite," said Yang.

"For the love of...look, Blake and I might know where Torchwick is going to take the dust."

"How can he? Everything connecting to outside of Vale has been completely cut off."

"Not everything. Vale is leaving its ports open to continue trading amongst the other kingdoms."

"Of course," said Yang. "So now what do we do? Meet at the docks and stop him ourselves?"

"I'm not sure we have what it takes to stop him."

"Why not? It's just Torchwick we're dealing with."

"It's not him I'm worried about. It's Nick."

"What about Nick?"

Penny was going over in her mind what she was going to say to Ruby when she suddenly heard Yang talking about Nick. Curious, Penny focused on Yang's conversation.

"Blake and I saw a part of what he's capable of," said Weiss. "If he shows up with Torchwick at the docks, we don't stand a chance against him; even worse if Penny is there as well."

"All right. We'll meet up with you guys and come up with a plan." Yang hung up.

"What's going on?" asked Ruby.

"Weiss thinks Torchwick is going to transfer all the stolen dust via ship, and Nick may be there to help him again."

Nick helping transfer stolen dust? Penny didn't know what Yang was talking about, but it didn't sound like something Nick should be doing.

"Yang? Do you really think Penny would be involved in this?" asked Ruby.

"Penny may be an overemotional android, but I think even she knows the difference between right and wrong. Ready to head back?" asked Yang.

"Let's go," said Ruby.

As soon as Ruby and Yang left, Penny got up and decided to head back to Cadet's headquarters instead. There were more important matters she needed to take care of now.

#

Nick was in the weapons testing area, practicing his techniques against other robots as Gainsboro looked on. As usual, Nick had completed his training with ease.

"Another perfect run Nick," said Gainsboro. "We might have to start using Grimm instead."

"Considering these robots do not provide a hard enough challenge," said Nick, "I query that may be the case."

As Nick was putting his swords away, he suddenly started receiving a transmission. Strange, he thought. Who could be trying to contact him now? Nevertheless, he answered the call.

"Hello? ...Oh, hello Penny."

"Penny?" asked Gainsboro. He was still mad about Penny's walkout last night. He was also still feeling the punch that Penny delivered before leaving.

"Okay, I'll tell him," said Nick. "Professor Gainsboro, Penny has returned and is waiting for you in the lab."

Gainsboro headed to his lab, wondering why Penny had decided to come back. He doubted Penny suddenly decided to make a 180 and accept her role as a weaponized android. Gainsboro arrived at his lab and sure enough, there was Penny waiting for him.

"What the hell are you doing back here Model-001?" asked Gainsboro, not even hiding the fact he was not happy to see her.

"Professor Gainsboro, I apologize for my earlier behavior," said Penny, bowing her head in shame. "I was letting my emotions get the best of me. I assure you it will not happen again."

"And what makes me believe that it won't?"

"Professor, I ask of you to please remove any traces of my emotional coding."

"Am I hearing this right? You honestly want me to remove the emotions program?"

"I do not want to be a burden on you or the company any further. I want to become an android you can be proud of like Nick."

"I have to say Model-001, this is quite the turnaround. Nonetheless, I'm glad that you eventually realized what's best for you. I'll begin the upgrade design tomorrow."

"Thank you professor."

A moment later, Nick had entered the lab to see Penny as well.

"Welcome back Penny," said Nick. "For what reason have you returned?"

"Good news Nick," said Gainsboro. "Penny here has decided to accept her upgrade."

"As I've calculated, Penny simply needed to cool off from her emotions before coming to her senses. It's good to have you back Penny."

"I'm glad to be back," said Penny. "I cannot wait to receive my upgrade. Perhaps I'll start surpassing you in combat."

"I query that to be unlikely," said Nick. "You are a capable fighter, but I calculate my abilities still surpass yours by a considerable margin."

"Let's find out," said Gainsboro. "Penny, come with me to the training area."

"If it's all right with you professor," said Penny, "I'd rather shut down early for tonight."

"Not a problem," said Gainsboro. "Good night then."

Penny bowed to Gainsboro and went to her room.

"Now that Penny has come to her senses, this gives me an idea," said Gainsboro.

"An idea for what professor?" asked Nick.

"Torchwick wants to blackmail us into doing his bidding, yet it's clear we outmatch him in power. He knows about you, but doesn't know about Penny. Perhaps we can use that to our advantage."

"Are you sure it's wise to use Penny pre-upgrade? Her emotions may cause her to act out again."

"I'll program a temporary subroutine to keep her at bay for now. Speaking of Torchwick, let's see if he has any more demands."

Gainsboro reached into his pocket to pull out his scroll, but it wasn't there. Gainsboro checked his other pockets and realized he didn't have his scroll on him.

"Where's my scroll?" asked Gainsboro.

"Have you lost your scroll professor?" asked Nick.

"It seems so. I could have sworn I had it on me. Check the training area, I'll search the other labs."

After searching for about an hour, Gainsboro still couldn't find his scroll. Gainsboro decided to look for it tomorrow morning and went to work on Penny's reprogramming. Nick retired to his room where Penny was in her pod, already shut down.

"Even though I am not programmed to care about you," said Nick, "it's nice to see you here again Penny. Good night."

Nick entered his pod and shut down. After a half hour, Penny opened her eyes and took out Gainsboro's scroll. She couldn't believe her plan worked. While Gainsboro was talking to Nick, Penny had quickly snatched Gainsboro's scroll from his pocket, and then faked being shut down so nobody would suspect what she was doing.

She reached behind her neck and pulled out a cable, connecting herself to the scroll. She began to access all the data inside the scroll, including deleted files. She discovered the messages between Gainsboro and Torchwick, the bribes that Gainsboro accepted, and the details of the dust robberies he had Nick commit. As she continued accessing all of Gainsboro's secrets, a new message from Roman Torchwick arrived. She played the message.

"Hey Gainsboro, it's your favorite customer," said Torchwick in fake, cheery voice. "Tomorrow me and the boys are going to start packing up our huge arsenal of dust and start exporting it through the docks. There's quite a lot of it here, so I'm going to need you, Nick, and maybe a few of those other robots Cadet has lying around to make things go a bit quicker. I'll be sending you the coordinates. See you there!"

After the message played, Penny received the coordinates to where Torchwick was keeping the dust. She recorded all the data, then unhooked herself from the scroll and got out of her pod. She went over to Nick's pod and activated the emergency wake up call. Nick woke up and turned to Penny.

"What's wrong Penny?" asked Nick.

"We need to talk Nick," said Penny.

"About what?"

"Has professor Gainsboro been using you to rob dust?"

"I'm afraid that's classified information."

"Don't lie to me Nick!"

"I'm not lying. I am simply withholding information."

"Look Nick, I know what Gainsboro is up to! Don't you realize what you've been doing is wrong?"

"What does it matter if it's wrong? I am simply doing what I'm programmed to do."

"Because you're not supposed to do the wrong thing! Nick, we need to return the stolen dust!"

"We need to do no such thing. I have my orders and I will follow them. You'd best do the same."

"If you're not going to help me, then maybe I'll have to go to the police!"

"I query that to be a terrible decision."

"Why? Because you'll get in trouble?"

"Because you will get all of Cadet in trouble. If you reveal what this company has been up to, it could lead to serious consequences to everyone involved. Consequences including the possible termination of all the machines, including you and I."

"You're bluffing!"

"I was not programmed to bluff Penny. If you do not want to believe me, go ahead and tell the authorities; then you can witness my calculations firsthand, much like you did on your failed date with Ruby."

Penny wanted to sock Nick for that comment, but he was right. If Penny went to the authorities to reveal Gainsboro's schemes, the entire company could suffer along with her.

"Will that be all?" asked Nick.

"That will be all," replied Penny. Nick closed his pod and returned to his shut down state. Penny entered her pod and tried to think of who to turn to for help. There was one person she had in mind, but wasn't sure if she wanted to confront her in person.

Penny reached into her pocket and pulled out the doll she still had from earlier in the day.

"I'm going to need your help little dolly."

#

The next day, Gainsboro entered his lab and noticed his scroll by one of the computer terminals; he didn't know how he missed finding it the first time. He checked his scroll and saw the message from Torchwick.

"I'll give you robots all right," said Gainsboro. "Exactly two to turn you back into dust."

Gainsboro called for Nick and Penny to come to his lab. Nick arrived, but Penny did not.

"Nick, where's Penny?" asked Gainsboro.

"Last time I saw her she was in our room," said Nick. "I was certain she had shut down after I did."

Gainsboro went to Nick and Penny's room and went to Penny's pod, only to find it empty. Just when Gainsboro thought Penny was finally falling in line, she was pulling off one of her disappearing acts again.

"Nick, contact Penny and ask her where the hell she is!" said Gainsboro.

#

Earlier that morning, Team RWBY were still asleep when there was a loud banging on their door. The four of them woke up tired and annoyed.

"Somebody wanna get that?" asked Yang.

"I'll get it," said Ruby. Ruby jumped out of bed and opened the door, only to find nobody there. "I swear to Grimm if this was a prank..."

She went out to the hall and looked around. Near her team's door she noticed something on the floor. Ruby looked down and saw a rag doll holding a folded piece of paper. Ruby picked up the doll and unfolded the note, reading the message inside:

"The dust is being stored at coordinates (11.05, 7.05). The meeting will take place tonight."

"Guys?" said Ruby. "I think I know where the stolen dust is."


	5. Chapter 5

Team RWBY used the Vale map on their scrolls to find out where the coordinates from the doll's note pointed to. The area was an abandoned military hangar that had since been used for warehousing.

"Looks like our anonymous tipster gave us a good lead," said Weiss. "This looks like the perfect place to store that amount of dust."

"Well now that we know where the dust is," said Yang, "how are we going to take it back?"

"It won't be that easy," said Blake. "I doubt Torchwick would leave that amount of dust unguarded, and even if he's a pushover, we've still got Nick to worry about."

"Actually, we might not have to worry about Nick," said Weiss. "I've got an idea to stop him from helping Torchwick."

"Really?" asked Blake.

"I remember that professor of his said he was helping Torchwick just for the money," explained Weiss. "Perhaps if we pay him just the right price, we can have him working for us instead."

"Are you kidding me?" said Blake in disbelief. "Your solution is to just bribe him? Is this how all Schnees solve their problems?"

"As opposed to what?" said Weiss. "Fighting an android with the power of an army? It's not like we can go out and get an android of our own!"

"Too bad the only one we know of vanished," said Yang. "So it looks like we either have to fight Nick and Torchwick's men, or go with Weiss' bribe."

"I'd rather go out fighting then to simply throw money at the problem like a corrupt corporation," said Blake.

"We don't have a choice," said Ruby, suddenly deciding to speak up. "It's not exactly the way I'd want to absolve this issue, but Nick is a serious threat we can't handle, so we'll have to go with Weiss' idea. Should that fail, then we'll go out fighting. Agreed?"

"Agreed," said Weiss.

"Same here," said Yang. Blake sighed. As much as she hated the idea, Ruby made a good point, and as leader of the team, Blake was willing to trust Ruby's judgment.

"Agreed," said Blake. "I'm going to go train. I'll meet you guys at the hangar."

Blake left the dorm to go train. Weiss left to make important phone calls. Yang was about to leave when she noticed Ruby sitting on Weiss' bed, looking at the doll that was left for them. Ruby had been looking at that doll the moment she picked it up and only stopped when she spoke up to decide what they would do.

"You've been staring at that doll for a while," said Yang. "What's up?"

"I think I know who gave us this doll," said Ruby.

"You think it was Penny, don't you?" asked Yang. "And now you're wondering why she couldn't tell you herself."

"I know why she can't tell me herself," said Ruby.

"Because she's still acting like an immature child?"

"Because she's scared of what I'd say to her. She probably thinks I'm mad or will say something hurtful again." Ruby sighed and flopped back, staring up at the bottom of her own bed. "If only I can find her myself, we could put this all behind us."

#

That night, Torchwick and his men were waiting outside of the abandoned hangar that served as Torchwick's unofficial headquarters. By the hangar were several trucks ready to deliver the dust to the ports. Right on time, a limo pulled up near Torchwick. As soon as Gainsboro and Nick got out, Gainsboro immediately went up to Torchwick.

"I am not in the mood tonight Torchwick," said a frustrated Gainsboro. "Let's get this over with and then never ask me for a favor again."

"Hey now, is that any way to talk to a customer?" said Torchwick, mocking Gainsboro's predicament. "I just might have to complain to your boss about your attitude."

"Go ahead, keep pushing my buttons," said Gainsboro. "I've got an android ready to obliterate you and your men at my command."

The moment Gainsboro made his threat, Torchwick held up his cane at point blank range of Gainsboro as several of Torchwick's men ran up to Torchwick's side with their weapons at the ready. Nick, as usual, simply stood back and observed what was going on.

"I would think twice before sicking your toy on us Gainsboro," remarked Torchwick. "Now, unless there are any questions, we can begin our operation."

"I have a question."

Everyone turned around to see Weiss suddenly appear. The rest of Team RWBY were hiding by one of the trucks, ready to jump in the moment Weiss' plan would finish.

"Not you again!" said Torchwick. "How do you people keep finding me?"

"Even I did not calculate for this," said Nick.

"What do you want?" asked Gainsboro.

"Calm down Mr. Gainsboro," said Weiss, "I'm not here to fight. I'm here to make a deal with you."

"A deal?" said Gainsboro.

"I know you have no interest in the dust. You're just here to make money, right?"

"What's your point?"

"My point is, if it's only the money you care about, than I'm willing to make an offer. After all, my family is one of the wealthiest in the world."

"And they're also the family who wants all their dust back," said Torchwick. "I know what you're up to little girl, and it's not going to work."

"What makes you say that?" said Gainsboro.

"Excuse me?" asked Torchwick, aghast that Gainsboro sounded like he was interested.

"She is right. I only care about getting a good payday out of this, and the Schnee family definitely has more money than your family."

"Are you stupid Gainsboro? She's only bribing you to get the dust back. Once she gets it back, what's to stop her from turning you in?"

"Our companies have worked together for years," replied Weiss. "I'm willing to look the other way and pretend all this never happened. All you have to do is get back in your limo and drive away."

"She may look the other way, but I still know your dirty little secrets Gainsboro! Imagine the firestorm when I reveal how Cadet has been screwing the Schnee Corporation!"

"Did I mention my family also has powerful lawyers whose services I'd be glad to offer for you?"

There was a moment of silence as Gainsboro was thinking about what to do; then he turned to Nick.

"Nick, you're more capable of decision-making than me. What do you think?"

"Considering Torchwick is now refusing to pay us, and the Schnee family's wealth and influence is indeed plentiful, the most logical choice would be to side with Schnee," explained Nick.

"Funny, I was thinking the same thing," said Gainsboro. A small smile was starting to form on Weiss' face. Everything was going exactly the way she thought it would.

"Sorry Roman, but I can't pass up an opportunity this golden. I'm afraid our business relationship will have to cease. We're leaving Nick."

"Understood Professor," said Nick.

"No!" yelled Torchwick. "Gainsboro, if it's money you want, I'll pay you! I'll even pay back what I owe for the last mission!"

"You had your chance Roman. Now if you'll excuse me, I've got weapons to build." Gainsboro and Nick turned around and started heading back to his limo.

"You old bastard!" yelled Torchwick. "Don't think you'll live for very long!"

Just as Gainsboro opened the door and was about to step in, he stopped himself and Nick. Gainsboro then closed the door and turned to Torchwick. Weiss was starting to worry. She wanted Gainsboro to just get in and leave so her team would only have to deal with Torchwick.

"That sounded like a threat to me," said Gainsboro. "On second thought, I've got an idea. Nick?"

"Yes professor?" asked Nick.

"Kill Roman Torchwick."

Roman was suddenly panicked at Gainsboro's latest order. Team RWBY panicked as well; as much as they didn't like Torchwick, they needed him alive for their own problems.

"Wait Mr. Gainsboro!" said Weiss. "That won't be necessary! I'll deal with Torchwick!"

"I appreciate your concern," said Gainsboro, "but this is now personal. Get him Nick."

"Understood professor," said Nick as two swords came out of his backpack and flew straight into his hands.

Before Nick can make the first move, Torchwick's men charged at Nick. It didn't take Nick much effort to easily block all of the men's attacks and knocking them away by himself. Weiss stood back to avoid the action, wondering what she was going to do; the rest of her team wondered as well.

"Darn it Weiss, do something!" said Blake. "If Nick kills Torchwick I'll never find out the truth about the White Fang!"

As soon as all of his men were disposed of, Torchwick started to turn tail and ran off. He didn't get very far as Nick quickly ran up and got in front of Torchwick, stopping him dead in his tracks. Torchwick held up his arms in defeat and slowly backed away from Nick.

"Nick, buddy, pal!" said a nervous Torchwick. "We're friends! Would you really kill a friend?"

"I do not have friends," said Nick. "An android of my design is not supposed to. I simply have a master and my orders."

"In that case..." Roman reached into his pocket and pulled out a dust crystal. "It was nice knowing you!"

Roman threw the crystal at Nick. Once the crystal got near Nick, Torchwick suddenly fired from his cane and made contact with the crystal, creating an explosion. The force of the sudden explosion caused everyone nearby to be knocked down; everyone but Nick, who hadn't moved a single inch from the blast, nor did he appear to have visible damage done to him. Once the dust cleared with him still standing, Torchwick was scared; this really did look like the end for him.

"It was nice knowing you too Mr. Torchwick," said Nick. Nick held up his swords in an X formation and charged at Torchwick. Just before he reached him, he was suddenly tripped by something wrapped around his ankle. Everyone turned to see what appeared to be a gun strapped to a black ribbon wrapped around Nick's ankle, and several feet away was its holder, Blake.

"You again?" yelled Gainsboro.

"I query the other two huntresses are here as well," said Nick. Sure enough, Yang and Ruby then showed up and stood by Weiss.

"Well this is a first," said Torchwick. "I'm actually glad to see you girls."

"We're not here to save you," said Blake. "I need you alive for my own reasons."

"So this was a trap after all!" said Gainsboro.

"Look Gainsboro, my offer still stands," said Weiss. "Just leave now and I will gladly pay you any amount to forget this all happened."

"I've got a better idea," said Gainsboro. "How about since I'm the one with the most powerful weapon here, I get to call all the shots! Nick, I order you to eradicate everybody here!"

"Understood Gainsboro," said Nick. Nick quickly untied himself from Gambol Shroud and stood up. "Whom should I start with?"

"Wait a minute!" said Ruby, stepping forward towards Nick. "You're seriously going to try and kill us?"

"That is what I was ordered to do," said Nick.

"But is that what you really want to do? Even after we've become friends?"

"It is a shame that I am ordered to kill you after meeting each other before. However, I am built to follow my creators orders without question."

"But-"

"Enough Ruby!" said Weiss. "He's not a human whose going to change his mind through some friendship speech!"

"You are correct," said Nick. "I am not a human. I am a Self-Sufficient Huntsman Automaton, Model-005, created by Cadet Security. I am to follow all of their orders without question. I have no emotions, feelings, or morality. Your friendship, while amusing to a degree, overall means nothing to me."

"Prove it Nick," said Gainsboro. "Take out the red one first."

"Understood professor."

Before they knew it, Nick suddenly charged straight towards Ruby. Nick raised his swords and slashed at Ruby, but the moment he made contact with Ruby, she suddenly disappeared into a pile of rose petals. Nick was baffled at what happened, then sensed Ruby coming up from behind. Nick turned around to see Ruby bring out Crescent Rose and swinging it towards his torso, hoping to cut him in half and end this fight quickly. Nick back flipped over the blade to avoid the hit. Once he got back on his feet, Ruby used her semblance to get up close and start swinging her scythe, using her bullets to swing effortlessly like a staff. Despite Ruby's quickness with Crescent Rose, Nick used his two swords to block every hit.

"Remarkable," said Nick. "Despite the use of heavy weaponry and a small body, you are able to retain a great sense of speed. Still not faster than me unfortunately."

While Team RWBY was now focused on Nick, Torchwick decided now was the best time to disappear before anyone noticed. As soon as the fight started, Torchwick got up and ran off with his men.

"Let's get the hell out of here!" said Torchwick.

"But sir, the dust!"

"No amount of dust is worth this trouble! Move!"

Torchwick and his men were soon gone from the hangar. Torchwick was upset to see all that dust disappear from his hands, not to mention the scolding he'd get from his master, but anything was better than dying at the hands of some weird kids and a robot.

Ruby and Nick were still fighting each other solo. Realizing she was never going to land a hit on Nick, Ruby stopped swinging to quickly come up with a different strategy. The moment she paused, Nick swung his right sword at Ruby. Ruby used her semblance and bullets to dodge Nick's attack. Using his own agility, Nick caught up to Ruby and swung his other sword, with Ruby dodging again. No matter how fast Nick was, Ruby was able to dodge Nick's attacks. After dodging several more times, this time Ruby got behind Nick after Nick made another swing for her. Nick was now caught in between Crescent Rose's blade and Ruby, and only had a split second before Ruby pulled the trigger and swung Crescent Rose to behead Nick. Being an android, a split second was all the time Nick needed as he ducked the blade just in time, only losing a few strands of his synthetic hair.

Nick jumped away to distance himself from Ruby and plan his next attack. Before he can think straight, he sensed someone coming up behind him at a rapid speed. He turned to see Weiss suddenly gliding towards him, trying to impale him with her Myrtenaster. Nick sidestepped to avoid being hit. Weiss stopped and switched her dust chamber to red dust, waiting for Nick to attack her. Just as she thought, Nick quickly ran to her and swung with one of his swords. Weiss blocked with her glowing red Myrtenaster, causing Nick's sword to bounce off her weapon so strongly it flew out of Nick's hand. Weiss then switched to white dust and began going on the attack, lunging her weapon quickly. Despite losing one of his swords, Nick regained his composure and used his remaining sword to block Weiss' thrusts. As he was blocking, he signaled his lost sword to come back into his hand. Back to having two swords, Nick was going to attack when he suddenly found himself stuck to the ground. He looked down to see he had been caught in one of Weiss' glyphs. While trapped, Weiss switched to light blue dust and formed a barrier of ice to encase Nick. Now completely trapped in ice, Weiss jumped into the air and used an air glyph to set herself up for the finishing blow. Switching to white dust, she charged at Nick. As soon as Weiss started to charge, Nick suddenly broke free of the ice and got out of the way of Weiss' attack.

"A combination dust and glyph user," said Nick. "Although you have a variety of strategies, I calculate all of them to be inferior."

Nick got into his stance and was about to charge at Weiss when he sensed something coming from above. He looked up and saw Blake about to throw Gambol Shroud at him. Nick used one of his swords to block Blake's first swing. Blake continued swinging at a distance, with Nick blocking all her swings. Blake then threw Gambol Shroud past Nick; Nick saw it as his chance to attack Blake. Blake then pulled Gambol Shroud back and tripped Nick. As Nick was falling back, Blake quickly ran in with her katana and sheath. Nick let go of his swords, placed his arms back, and sprung up high into the air and past Blake. Nick quickly called for his two swords back and ran at Blake. Nick swung at Blake, only for Blake to use her shadow clone to take the hit instead and get behind Nick to attack. Nick blocked Blake's blade with his left sword and then attacked with his right. Blake again used her shadow clone to take the hit and appear aside Nick to strike again. Nick was quick to block and counter again.

"Quite the deceptive trickster," said Nick as he and Blake continued to counter each other's attacks. "But it takes more than tricks to win a fight."

Nick swung and Blake dodged again. Nick expected Blake to attack again, but this time she vanished. Nick looked around to see where Blake went, not paying attention to Yang coming right at him. By the time Nick turned to see Yang, Yang punched him full force in the face, causing him to fall back several feet and drop his swords. Yang shot out of her gauntlets to quickly run and punch him again. This time Nick was ready, immediately getting back up and blocking Yang's fist with an open palm. Yang immediately punched with her other arm, only for Nick to block that with an open palm as well. Yang threw rapid punches at Nick, who blocked every punch with his hands.

"You have powerful offense," said Nick. "However, I can process your movements the millisecond you make them."

Yang continued to keep throwing punches until Nick began to grip Yang's fists, causing her to be trapped.

"What will you do now that I've cut off your attack?" asked Nick.

"Oh I don't know," said Yang, "this?"

Yang suddenly jumped and kicked Nick in the jaw, causing him to let go and nearly back flip to the ground. As Nick got up, Yang began shooting from her gauntlets. Nick jumped out of the way of Yang's bullets. Meanwhile, Blake began shooting as well. While Yang and Blake were keeping Nick busy, Weiss and Ruby were getting ready to execute their next attack. Ruby held onto Crescent Rose with her right hand and held Weiss's right hand with her left. Weiss formed a white glyph under herself and held it until the time was right.

"This could be the only shot we get," said Weiss. "So give it all you got."

"Gotcha!" replied Ruby.

Yang looked over to Weiss and saw she was ready. Yang gave the thumbs up to Blake to signal they were ready; Blake quickly threw a thumbs up as well. Weiss activated her glyph and started charging along with Ruby. Once she reached her max speed, Weiss threw Ruby forward. Ruby used her speed semblance to keep going at incredible speed.

Blake and Yang stopped firing and got away from Nick. Nick was deciding which one to go after when he suddenly heard Ruby coming up from behind. Nick turned around to see Ruby heading towards him at a speed even faster than himself. Without any time to get out of the way or counter attack, Nick threw up his hands and caught Crescent Rose by the blade. The blade cut into Nick's palms as Ruby's speed caused Nick to start skidding across the pavement, still standing and holding onto Crescent Rose. Ruby fired shots from her scythe to keep going as Nick continued to stand and use his strength to try and stop Ruby. With Ruby still going fast, Nick pushed the scythe above him and avoided being cut in half. Ruby stopped herself upon realizing her plan had failed. The other members were disappointed it didn't work as well.

"We almost had him!" said Yang.

"We need to come up with a new plan and fast," said Weiss.

Nick looked down on his hands. The synthetic skin was cut wide open, along with some of the exposed wires and chips in his hand. He could barely form a grip with his hands. As he was looking over the damage, Team RWBY surrounded him from a distance. He looked up and turned to face Ruby.

"I've underestimated the strength of your team," said Nick. "I query this will require my full capacity."

His backpack opened up and out came his eight other swords. Nick called the other two back into his hands. Team RWBY got into their stances, ready for Nick to start attacking one of them. Instead, Nick held his arms straight up and sent all but the two swords in his hands into the air. Team RWBY looked up to see the swords go high in the sky. It was nearly impossible to see them in the night sky. While everyone was looking up, Nick started to run away.

Weiss noticed Nick making a break for it and switched to her blue dust, then launched a series of dust shots that hit Nick and created small glyphs that prevented Nick from moving. Weiss then used another glyph to charge at Nick. Suddenly a sword came down from the sky in front of Weiss' path. It was too late for Weiss to react as she tripped and fell onto the pavement, stopping just a foot away from Nick. Nick quickly grabbed Weiss by the throat and lifted her off the ground. He grabbed Myrtenaster and tossed it aside, then slammed Weiss into the ground, nearly depleting her aura instantly. Before Weiss can get up and run, Nick kicked Weiss in the ribs and sent her rolling several feet.

"That's one down," remarked Nick. After seeing Weiss get taken out, Ruby tried to charge in and attack when a green beam of energy suddenly came down in front of her. Ruby stopped herself just before reaching the beam. Realizing they could be hit next, Blake and Yang both started to run just as two more beams shot down where they were standing. The beams started to chase after each remaining member of Team RWBY.

As they were running away, Yang user her gauntlets to fire shots at Nick. Nick easily blocked the shots with the swords in his hands. Nick then put his swords away and went after Yang. Nick jumped and threw a roundhouse kick at Yang, who stopped running and blocked the kick with her gauntlet. Nick continued throwing kicks at Yang, who was able to block all of them with her arms and legs. Yang was so focused on Nick's attacks that she didn't notice she was backing up right into one of the laser beams from above.

"Yang, behind you!" yelled Ruby. Yang looked behind her and realized she was moments away from being disintegrated. That distraction was all Nick needed to knee Yang in the gut, causing her to double over. Nick drove his elbow into her back, causing her to fall to her knees.

"You can't multi-task like I can," said Nick. "You're too busy trying to avoid my laser to fight me fully. Best you just stay down and give up."

Despite the immense pain she was in, Yang got up to continue fighting. Yang tried to throw a punch, which Nick easily dodged and countered with a punch of his own. Yang didn't stand a chance as Nick continued to throw punch after punch with lightning speed, then finished Yang off with an uppercut to the jaw, temporarily knocking Yang out. With two more huntresses down, Nick called off the beams and turned to Ruby and Blake.

"Now only two remain," said Nick. Using their semblances, Blake and Ruby charged at Nick at the same time. Nick signaled for all his swords to come back to him. Blake and Ruby swung their weapons at the same time, both of which were blocked by the sudden appearance of Nick's swords. Blake and Ruby continued to the swing their weapons at Nick, who couldn't be touched with his ten swords acting as a shield from all their attacks. Nick then sent four of the swords to fly behind Ruby and Blake to attack them. Ruby and Blake turned around to fight off the remote controlled swords. Ruby swung her scythe to knock the swords away, while Blake used her quick reflexes and her shadow clones to knock out hers.

Nick then signaled for all his swords to attack Blake. Blake was having to block so many swords, she might as well have been fighting several men at the same time. With seemingly no defense, Ruby went after Nick on her own, only for Nick to start running away. While Ruby gave chase to Nick, Blake was starting to get exhausted from having to constantly counter against the onslaught of remote swords. It wasn't long until her exhaustion had caused her to miss one swing, causing the sword to slash her. Soon enough all the swords began to slash at Blake, causing her aura to quickly deplete to near zero. Blake collapsed to the ground, gasping for air.

"And then there was one," said Nick. Ruby turned around and saw Blake had fallen. Nick called back all his swords. As usual, two went into his hands and the rest floated behind him. Ruby's heart started to beat rapidly, her knees shaking and her skin sweating. She was the only one left to fight Nick, and knew she didn't stand any chance of beating him on her own. Ruby aimed her scythe and started firing at Nick. Nick easily blocked the shots with his swords. Ruby kept firing until she ran out of bullets. She would never have the time to reload without Nick attacking her. Sure enough, the moment Nick sensed Ruby was out of bullets, he quickly ran up and shoulder tackled her to the ground.

Before Ruby can get up, Nick brought two of his swords down on Ruby's sides, impaling through her skirt and trapping her to the ground. He brought down two more swords that caught her robe near her waist, then two by each wrist of her arm to prevent her arms from moving, and one more through the hood atop her head. Ruby was now completely trapped by the swords.

"C'mon Nick, we friends!" said Ruby. "You don't have to do this!"

"Of course I do," said Nick. "That was my order."

"You don't need to follow orders! Can't you think for yourself?"

"In most cases, yes. However, I am programmed to obey my orders above all else."

One more sword appeared several feet about Ruby, aiming at Ruby's chest. With the others too injured to move, they could only look on as Nick was getting ready to kill Ruby.

"Stop this!" yelled Ruby.

"Farewell Ruby," said Nick in his usual cold demeanor. "It was nice to have met you."

Just when Nick was about to bring his sword down to impale Ruby, several swords suddenly impaled him from behind, preventing him from making another move. Everyone was shocked at what just happened.

"Where did those come from?" yelled Gainsboro. Keeping his cool, Nick looked down and noticed the familiar design of the swords sticking out of his body.

"These blades are similar in structure to mine," said Nick. "I query this is the work of Penny."

Everyone looked to where the blades had come from, and sure enough, standing on one of the trucks several meters away was Penny.

"Penny!" yelled Gainsboro. "What the hell are you doing?"

"Saving my friends!" said Penny. "Nick, retract your swords now!"

"I cannot," said Nick. "I have been ordered to terminate these huntresses."

"Let her go right now or I'll terminate you where you stand!" said Penny, taking two of her swords out of Nick and placing them in a scissor formation across his neck.

"That's enough Penny!" said Gainsboro. "I am ORDERING you to stop!"

"Not until you let my friends go!"

"Your friends?"

"She is referring to the huntresses you ordered me to terminate," said Nick. "Specifically, the one named Ruby Rose whom she-"

"I don't care about the details!" yelled Gainsboro. "Penny, cease what you're doing right now!"

"No!" said Penny.

"No? NO? You can't tell me no! That's an order!"

"I'm done following your orders!" said Penny. "I'm not some soulless robot for you to command!"

"What did you say?"

"I'm afraid her emotional programming has gotten the best of her," said Nick. "Penny appears to believe she is actually a human being."

"What would you know about what I believe in or not?" asked Penny.

"Based on my calculations and the data that has been presented to me, I have reached the conclusion-"

"Shut up!" said Penny. "Calculations...data...is that the only thing you can ever understand Nick?"

"It's what I'm programmed to understand," replied Nick, "and despite your emotional pleading, it is what you were programmed to understand."

"Enough of this stage drama!" said Gainsboro. "Nick, kill that girl now!"

"Make another move and I'll kill you!" replied Penny.

Nick took a moment to decide what to do. Nick signaled his swords to lift up from the ground and return to his backpack. All of Team RWBY felt relieved Nick spared Ruby.

"What are you doing Nick?" asked Gainsboro.

"I cannot carry out your order professor," said Nick. "The moment I move, Penny will cut off my weapons communications module to prevent me from completing the task."

Penny retracted the swords out of Nick and jumped off the truck. Gainsboro started pulling on the last bit of hair he had left on his head.

"You useless android!" yelled Gainsboro to Penny. "Who the hell do you think you are disobeying me like that?"

"Everyone claims I'm not real," said Penny. "They think I'm just some robot built to simulate human emotion. I'm not a robot. I'm not some soulless computer program. I'm not some advanced artificial intelligence whose only purpose is to do what it's told. I am a person! I have feelings, dreams, and desires! I am Penny! And I...I am real!"

"You are the worst mistake I have ever made!" yelled Gainsboro. "I was hired to create weapons, not some worthless junk pleading to be a real person! I'm going to an end to this once and for all! Nick, I order you to terminate Penny!"

"Understood professor," said Nick.

"You're going to have me terminated?" asked Penny.

"Once you're terminated, I can rebuild you the way you were always meant to be! No more of this emotional crap! Don't let me down Nick!"

"You don't have to worry professor," said Nick. "Despite the damage done to my system, I calculate that I am still superior to Penny. This is will not be long, although I advise you to leave to avoid being caught in the crossfire."

"Good thinking," said Gainsboro. "I'll be back once you're done with everyone here."

Gainsboro got back into his limo and drove off. Nick took two of his swords into his hands and had the rest float behind him, getting into his stance and focusing on Penny. Penny got her swords out, ready to fight Nick.

"So is this how it ends Nick?" asked Penny. "You're going to try and kill your own sister?"

"This is nothing personal Penny," said Nick. "I am simply following orders."

"Of course you are. That's all you're good for. Following orders like the soulless machine that you are."

"I do not deny that, considering it is factual. However, your tone of voice indicates that you are making it sound like a negative statement. Your emotional programming has truly made you an inferior model. I will have to, as the humans would say, put you out of your misery."

Nick rushed towards Penny, launching his other swords at her. Penny placed her swords in front of her as a shield. Each sword that Nick threw knocked one sword away from Penny. Penny was now down to two swords just like Nick. Nick got close and attempted to slash down at Penny. Penny quickly grabbed her two remaining swords and blocked Nick. Nick continued to slash at Penny with incredible speed, with Penny blocking just as fast. Nick and Penny continued swinging until they found their swords engaged against each other.

"At least your combat skills have not weakened," said Nick. "But what about your fighting strategies?"

Unbeknownst to Penny, Nick signaled for his other swords to rise up behind Penny and be pointed at her, ready to fly in and impale her from multiple sides. As the swords flew towards Penny, Nick thought he had Penny beat when she suddenly broke off from Nick and jumped up, leaving Nick opened to his own sneak attack. Nick jumped up to avoid being impaled by his own swords. Before he can regroup, Penny rushed in to start attacking Nick. Now Nick was the one going on the defensive.

"Forgot about all the training we did together?" said Penny. "I know how you think little brother."

Penny tried using her other swords to attack Nick from a different side, only for Nick to have one of his swords block for him. It was as if the swords had a life of their own and were fighting besides them as Nick and Penny focused only on each other.

While Nick and Penny were fighting, Team RWBY regrouped to where Ruby was standing.

"Are you all right sis?" asked Yang.

"I'm okay," said Ruby.

"Then let's get out of here," said Weiss.

"We can't leave!" said Ruby. "We need to help Penny!"

"How?" asked Weiss. "Nick is far more powerful than all of us, not to mention we're not exactly fighting at one hundred percent right now."

"Go if you want to," said Ruby, "but I'm staying whether you're with me or not."

"I'm not going if you're not going," said Yang.

"Me neither," said Blake.

"I'll stay," said Weiss, "but only if you have a plan that might actually work."

"I just might," said Ruby.

Penny and Nick continued to be evenly matched. Calculating that he needed to try something else, Nick jumped back several meters away from Penny. He sent his swords into the air and created several small beams to fire at Penny. Penny ran away from the beams and gathered all her swords into a circle, then tossed them up to knock down Nick's swords to break off the beams. Now without any swords, Nick charged after Penny. Before he can reach her, Penny shot two swords attached to her backpack to a nearby hangar, using them to escape from Nick at the last possible second.

Nick was about to go after Penny again when he was suddenly hit in the side of his face with a high caliber sniper bullet. The bullet only made Nick flinch. He turned to see Ruby firing from her scythe. In response, Nick threw up two swords and had them rotate very fast to create a shield against Ruby's shots.

"You do realize you are doing nothing more than wasting ammo," said Nick, before suddenly getting hit from the other side by dust shots fired by Weiss. Nick threw up two more swords to block Weiss' shots. He turned around and saw Blake firing from her gun and Yang firing from her gauntlets. He threw up his other swords to block their shots as well. "I'm disappointed to see that this is the best your team can do."

He turned his attention back to Penny, who aimed her swords at Nick and sent them flying after him. Nick was about to use all his swords to knock them away until he realized he was already using them to prevent Team RWBY from distracting him. As the swords came towards him he tried to swing with the two he had to hit them all at once, but he wasn't fast enough. He knocked two of the swords away, but was quickly impaled by the rest. Penny's swords impaled Nick throughout his whole body, preventing him from moving at all. Nick almost resembled a puppet from the way the swords stuck out and were controlled by Penny.

"I see now," said Nick. "Team RWBY was only a distraction to allow Penny to take advantage. An effective strategy that I did not calculate for."

Team RWBY were beginning to feel relieved thinking this fight was going to be over soon. Penny walked up to Nick as everyone expected Penny to finish him off.

"I query you'll be terminating me now," said Nick.

"No Nick, I'm not," said Penny, much to the surprise of everyone.

"Are you crazy?" shouted Weiss. "Now's our chance to end this!"

"Why will you not terminate me?" asked Nick.

"Because killing you means I would be no better than the other machines built by my former masters. I'm just going to remove your CPU to temporarily disable you."

"Correction: I cannot be killed. You cannot kill artificial intelligence; I will simply be rebuilt in a new body."

Penny sighed. "Of course you will. Something like you can never understand death. Goodbye Nick."

Penny went behind Nick and searched for the controls that would open Nick's CPU.

"You should have terminated me," said Nick. "Because of your emotions, this fight is not yet over."

Nick's shoulders suddenly opened up, and out popped two small orbs. The orbs suddenly exploded into an intense bright flash that blinded Penny and the others. The flash caused Penny to malfunction, retracting her swords out of Nick and falling to her knees. Now free from Penny, Nick ran away to hide. After recovering from the flash, Team RWBY went to check on Penny, still blinded by the flash.

"Penny, are you okay?" asked Ruby.

"Don't worry Ruby," said Penny. "I just need more time to recover. Where's Nick?"

"He's escaped no thanks to you!" said Weiss.

"Weiss, this is not the time to start arguing!" said Ruby.

"No, she's right," said Penny. "I screwed up. That's all I ever do."

"Screw up or not," said Yang, "we've got an android on the loose."

"You three go search for him," said Ruby. "I'll stay here with Penny."

The other three went out to search for Nick, while Ruby stood near Penny in case Nick was going to attack them.

"I'm sorry Ruby," said Penny.

"It's okay Penny," said Ruby. "Nick may have gotten away, but we can still win."

"Not about Nick; I'm sorry about our date. I-"

"We'll talk about it later. Just know that I'm not mad or upset about what happened, okay?"

"Are you really?"

Ruby placed a hand on Penny's shoulder and smiled. "Yes, really."

Meanwhile, Weiss, Blake, and Yang stuck together as they searched around the area for Nick. They walked back to back from each other, frantically looking every which way to make sure they weren't taken by surprise.

"Wait," said Blake. "I think I heard something over there." Blake pointed towards Torchwick's abandoned trucks. They ran over to the trucks and noticed one of the trucks get impaled from the top by Nick's swords. Standing on another truck was Nick. Using his swords, Nick started to lift up the truck.

"Oh you've got to be kidding me," said Yang.

"Shoot him before he has the chance to do anything!" said Weiss, immediately firing dust shots at Nick. Blake and Yang fired as well, but none of it did anything to Nick. Nick placed the truck over himself, then held his arms up to hold the truck himself. He turned towards the trio and threw the truck at them. The three of them quickly split up and avoided being crushed.

Blake turned to face Nick, but saw that he already disappeared. Blake quickly looked around to see where Nick was going to attack from. She heard something coming up fast behind her. She turned around and swung with her katana, only to realize it was only Nick's swords. About a second later, she was suddenly kicked in the spine by Nick. The force of the kick was so strong it knocked her right into another truck, taking her out of the fight.

The sound of Blake banging into of the trucks caused Yang and Weiss to find Nick. Seeing Blake seriously hurt, Yang activated her burning semblance.

"You're gonna get it now!" yelled Yang, slamming her fists together and causing her hair to stand up in flames. She charged at Nick and put all her strength into one punch. Nick simply held out his arm with his palm out and blocked Yang's punch. Despite Yang putting all her strength into it, all it caused was Nick to move back about a foot from where he was standing. Nick then grabbed Yang by the wrist and used his other arm to smash into Yang's forearm, causing it to break. The pain was so intense it almost caused Yang to scream her lungs out. Yang fell to her knees, using her free arm to keep her broken one in place.

Nick was about to kick Yang when a blue glyph appeared and blocked Nick's attack. Realizing he still had one more huntress to deal with, Nick turned his attention to Weiss.

"Yang, grab Blake and get out of here!" While Yang went to check on Blake, Nick gathered his swords and charged at Weiss. Switching to her light blue dust, Weiss created a line of ice to trap Nick's feet, preventing him from moving. She then switched to her white dust and created glyphs to jump over Nick and regroup with her team. The three of them ran for cover as Nick broke free of the ice.

Ruby watched and wanted to run over to help, but trying to help them would leave Penny defenseless. Ruby was conflicted on what she should do.

"Ruby, what's going on?" asked a still blinded Penny. "Are your friends okay?"

"They need my help," said Ruby.

"So why aren't you helping them?"

"Because then you'd be the one in danger."

"Ruby, go help your friends. I'll be fine on my own."

"Are you sure?"

Penny reached her arm out to Ruby. Ruby grabbed Penny's hand. Penny lifted herself up and smiled. "I'm sure."

Using her speed semblance, Ruby quickly ran to where Nick was. Nick saw Ruby coming and got out his swords to fight her. Ruby switched her Crescent Rose to its gun mode and fired a shot that propelled her sideways. Nick easily blocked the one with one of his swords and charged after Ruby. As he got close, Ruby fired another shot and propelled herself away from Nick. Ruby knew Nick was too strong to fight solo, so she planned on buying time for everyone else to recover by distracting Nick. Unfortunately for Ruby, Nick was quick to calculate what Ruby was up to. He turned to see where Penny was and noticed she hadn't regained her vision yet. The moment Ruby saw Nick turn towards Penny, she knew her plan was about to backfire.

"Penny, run!" yelled Ruby. Nick signaled his other swords to fly at Penny. Ruby tried to fire them out of the sky was too late. Penny started running as the swords were flying by her, barely missing her. It looked like Penny was in the clear until one of the swords struck her in the leg, causing her to fall down. With Penny unable to run, Nick was going to use his other swords to impale Penny. Ruby switched her weapon back to scythe mode and starting swinging at Nick. Nick quickly turned his attention back to Ruby and used the swords in his hands to block Ruby's swings. At one point Ruby swung downward; Nick held his swords up in an X to trap Crescent Rose between his blades, then threw Crescent Rose out of Ruby's hands. Ruby used her semblance to get behind Nick and grab her weapon back, but the moment she did, Nick got behind her and held his swords in the same X formation around Ruby's neck.

"You put up a valiant fight Ruby Rose," said Nick. "But I'm afraid you will now be..." Before he can finished, he noticed something coming from the corner of his eye. He turned to see a group of swords bunched up and coming for his head. Nick stepped back and avoided getting his head taken off. Nick turned to see Penny back on her feet and her vision fully recovered. Escaping from Nick, Ruby regrouped her team. Nick signaled for his swords to go back into his backpack.

"This is taking much longer than I had calculated," said Nick. "I query it's time for an alternate solution. Penny!"

"What is it?" asked Penny.

"I would like to query a proposal to you," said Nick, walking towards Penny.

Penny raised an eyebrow in suspicion. "What kind of proposal?"

"I have been ordered to terminate you and your friends, but I query it does not need to come to that. I know you care deeply for your friends' safety, so here's what I propose: Give up now and come back to the lab to get upgraded. I will allow your friends to escape unharmed."

"Upgraded?" said Penny. "You mean erased! I will not let them erase who I am and become anything like you! Never!"

"Understood," said Nick. Nick walked past Penny and continued moving for several more feet. He then stopped and turned around to face the hangar next to the trucks. "Inside that hangar is all the dust Roman Torchwick has stolen. If you will not accept my proposal, I have to end this another way."

Nick gathered all his swords in front of him. The swords pointed forward and began floating in a circle. Penny and Ruby were starting to get terrified; they knew this stance and what Nick was about to do.

"Oh no," said Ruby. "He wouldn't!"

"What is up to?" asked Weiss.

"He's going to blast the hangar with all the dust inside!"

The rest of Team RWBY let out a collective "WHAT!" Penny stood in front of Nick and tried pleading with him. "Nick! Don't do this!"

"I am ordered to terminate you Penny, and I have come to the conclusion that this is the only way how."

"But you'll destroy this entire hangar!"

"If that is what it takes to terminate you, then so be it."

The ground around Nick started to break apart as in between the swords, a large force of energy was starting to form. Penny started running towards the hangar.

"Everyone, all of you need to get out of here now!" said Penny. Penny gathered her swords and started to circle them in front of her, readying her own attack to counter Nick. "Get as far away from this place as you can! I'll hold Nick off! Hurry!"

"Like hell I am!" said Yang, getting up and running after Nick despite having a broken arm. Before Yang can even get close to Nick, a green lightning bolt suddenly shot from the swords and struck Yang, pushing her back. Blake and Weiss ran up to Yang to see if she was okay.

"Please go!" said Penny. "If you stay here you'll...you'll die!"

"We're not going!" said Weiss. "Besides, if Nick strikes all that dust, there's nowhere we'll be able to run anyway!"

Weiss used her glyphs to charge towards Nick, but was blasted back by Nick's energy as well. Blake threw her Gambol Shroud as a scythe and got the same result. They tried firing from their weapons, but none of it did any good as Nick continued to gather such a large amount of energy that the ground around him was starting to form a crater.

"Goodbye Penny," said Nick. "Hopefully your next build will go better."

Nick held out his arms and fired his giant energy beam at Penny. The force of the beam was so strong that it started to split the ground it hovered over. Penny immediately fired her beam as well, colliding with Nick's beam. The two started to repel each other near the middle, then Penny's beam slowly started getting pushed back by Nick's. Team RWBY can only look on from a distance, in disbelief at the sheer power these two androids were capable of.

Nick's energy was too much for Penny to handle. Nick's beam was overpowering Penny, causing Penny to be physically pushed back. Penny tried to focus more energy into her attack, but she was already giving everything she had and it wasn't enough. Penny continued to be pushed back until she was stopped by Ruby, who wrapped her arms around Penny's waist to help keep her still.

"Ruby?" said Penny.

"C'mon Penny, you can do this!" said Ruby.

"I can't hold out! Ruby, you need to run away!"

"I'm not leaving you Penny! I never leave my friends to die!"

Despite being held still, Penny was already at full power. Nick's beam slowly inched forward; it was only a matter of time before it would reach Penny and terminate her along with Ruby. Not sure if she'd ever get the chance, Penny decided now was the time to make amends with Ruby.

"Ruby, I'm sorry for what I've done," said Penny. "You were only trying to tell me the truth, and I overreacted and made you feel miserable. After the way I've acted, I don't deserve your friendship."

"Don't say that!" said Ruby. "You're one of the kindest people I've ever met, android or not. You deserve to have friends, and you...you deserve to be treated like any other human."

"Do you really mean that?"

"Of course I do Penny."

Ruby can hear her teammates begging Ruby to run away before she would be struck by Nick's beam and taken out for good along with Penny; but no matter what, Ruby was not going to leave. She was determined to stand by Penny to the very end. Penny couldn't let that happen. Ruby was too good of a friend to have her life thrown away like this. Penny decided it was time to do something drastic; the kind of thing only a human in love would willingly do.

"Ruby," said Penny, "you're the kindest person in the world. Anybody would be lucky to be your friend. Someone like you doesn't deserve to go out like this. That's why...I need to you get back.

"I told you I'm not-"

"GET BACK!"

Ruby was surprised to hear Penny scream like that. Ruby decided to let go of Penny; as soon as she did, hatches in Penny's arms and legs began to open up as they began to make a large whirling sound and absorb more energy into Penny. Ruby started to back away as to not get caught by whatever Penny was up to.

"Ruby!" Penny turned her head to face Ruby and smiled.

"Thank you for being my friend. I love you."

Penny turned back towards Nick, concentrated all the energy she had, and unleashed a more powerful beam. The force of the beam caused Ruby to fall down. Ruby sat up and saw the beam had suddenly enlarged to twice its size and easily overpowered Nick's. Nick couldn't believe he was suddenly outmatched.

"Impossible!" said Nick. "Where did this surge of energy come from?"

Penny's beam started to move towards Nick. Already at full power, Nick had no chance of possibly overcoming Penny's attack. It would only be a matter of time before he would lose.

"This isn't right at all! I've calculated our strengths! There's no way Penny would be able to overpower me unless..." A sudden realization came to Nick. He remembered about a feature built into Penny and himself that would result in something like this; a feature that was meant to be used as a last resort. With Penny's beam just moments away from reaching him, Nick closed his eyes and accepted his fate.

"It seems I've made a severe oversight in my calculations," muttered Nick to himself. "I did not think you would go that far to stop me Penny. So this is how much you love your friend."

Nick's beam gave out as Penny's beam cut straight through Nick, completely engulfing him as it shot through several of the empty hangars. A few moments later, Penny's beam dissipated. The area smelt of burnt smoke from the ground being torn apart. After venting some steam, Penny's arms and legs closed up. Penny's eyes then closed, her arms flopping to her sides and her swords falling to the ground. Ruby stood back up and got in front of Penny.

"You did it Penny!" said Ruby. "You stopped Nick!" Ruby noticed a drop of water suddenly come down from Penny's left eye. It looked like Penny was crying, shocking Ruby. "Penny, you're...you're actually crying!"

Ruby was waiting for Penny to respond, but Penny continued to just stand there with her eyes closed.

"Penny?" said Ruby. "Are you awake?"

Still no response. Ruby put a hand on Penny's shoulder and shook her a bit to get a reaction. Instead, Penny's legs suddenly gave out and Penny collapsed. Ruby got down on her knees and held Penny in her arms, leaning her head up. The back of her head was feeling very warm, almost like Penny was burning up. Ruby was getting worried.

"Penny!" said Ruby, shaking Penny slightly. "Penny, wake up!" The others walked over to Penny and Ruby.

"Something's wrong with Penny," said Ruby. "She's not waking up!"

"Maybe she's just exhausted," said Weiss. "That attack must have completely drained her."

"Can robots even get exhausted?" asked Yang.

"Then maybe she's in some kind of standby mode," said Weiss.

"Then how do we wake her back up?" asked Ruby.

Just then, the four of them began hearing what sounded like a faint raspy voice.

"I...query...," said the voice.

"Where's that coming from?" asked Yang.

"Guys...," said Blake, pointing to where Nick was standing. The others looked to where Blake was pointing and saw Nick. Or rather, what still remained of Nick that wasn't broken into pieces scattered all over the hangar. Amongst the pile was Nick's head, missing a part of his jaw and most of his synthetic skin removed. The only human looking features was his left eye, half his forehead, and a few strands of hair on his left side. The rest of his head consisted of his metallic skeleton.

"What should we do?" asked Blake.

"Bring him over here," said Ruby.

Blake went over to pick up Nick's head and brought him over to them.

"What's wrong with Penny?" asked Ruby.

"Place your palm on her forehead," said Nick. "How does it feel?"

Ruby placed her hand on top of Penny's forehead. It was really hot, like touching a car hood on a hot summer day.

"Ow!" said Ruby. "It's really hot."

"Then it is as I calculated," said Nick.

"What do you mean?" asked Ruby.

"First of all," said Yang, "can I ask how in the holy mother of Grimm did you survive?"

"Allow me to explain," said Nick. "As you can see, my body has been blown to useless scrap. That would give the indication that I have been terminated, or to put it in human terms, died. However, my CPU located in my skull remains functional. As long as my CPU keeps running, I cannot be terminated."

"Then what about Penny?" asked Ruby.

"Analyzing Penny's condition, I have calculated that her CPU has overheated to the point of burnout."

"Burnout?" Ruby started to get a sick feeling in her body from hearing that word.

"Are you saying that Penny is...?" said Yang, but couldn't bear to finish.

"The Penny you know has been terminated," said Nick.

"No...NO!" yelled Ruby. "Penny can't be dead! She can't!" Ruby held Penny close to her chest and started crying.

"Technically she's not dead," said Nick. "Her data has been transmitted and saved to our lab. There she can be rebuilt and upgraded-"

"Shut up!" yelled Ruby. "I don't want her rebuilt or upgraded or whatever the hell you want to call it! I want OUR Penny back!"

"I don't understand," said Nick. "You can have her back. She'll just be-"

"She'll be what? Upgraded so that she can't feel anymore? Turned into another soulless bastard like you? Whatever you build in her place, it won't be the real her!"

"What do you mean real her?" asked Nick.

"Penny...OUR Penny...she was real. She may have been an android, but her feelings...they were real. Just as she died, I noticed a tear scroll down her face. She cried; she really cried!"

"I query that the tear you saw was merely condensation from her overheating," said Nick. "No matter how realistic her programming, Penny was not real. I am not real. We are artificial intelligence."

"Real or not, she was my friend, and she loved me! Penny...loved..."

Ruby couldn't finish. Instead she held tightly to Penny and kept crying. The others could feel the urge to cry as well.

"Why?" asked Nick. Ruby stopped crying and looked at Nick.

"Why what?" asked Ruby.

"Why do you develop such feelings for an artificial being? We are nothing but programs to take commands from our masters."

"It doesn't matter. When you like or even love someone, it doesn't matter if they're real or not. What matters is that you care about them. Penny, as real or unreal as she was, she cared about me; and I cared about her. Nothing could change that."

"So you are saying that this act of caring can transcend the boundaries of real and artificial?"

"Of course it can."

"Then...I have truly miscalculated."

"Miscalculated what?"

"All this time I have pegged Penny as being an inferior model because of her uncanny ability to care. But if what you say is true, then I am the one who is truly inferior. I am not programmed to commit the act of caring. I am inferior."

"You're not inferior," said Ruby. "Of course you have the ability the care. It isn't something that can be programmed."

"So I can choose to care despite my programming?" asked Nick.

"Yes."

Nick took a moment to think about what Ruby had said. Despite not being programmed to care, feel, or judge, he can somehow perform these actions. The calculations in his mind told him it wasn't possible, but perhaps there was a variable beyond his understanding that somehow made it possible.

"Yes...yes, I believe I can commit this act of caring," said Nick. "Allow me to query a proposition."

"What proposition?" asked Ruby.

"If you truly care to have your version of Penny back, I know a way to do it."

"You...you can bring Penny back?"

"This better not be some kind of trick!" said Yang.

"It is no trick. Our lab saves all versions of our previous programming. Penny's original programming - the one in this model you have grown to care for - is still saved somewhere in our lab. Spare me and when I am able bodied again, I can find the programming and some spare parts to repair Penny."

"Can you really?" asked Ruby.

"Yes, but you must make sure to hide this body from sight at all times. You best go now. I have calculated that my master will be arriving here within the next minute."

"You had better keep your promise," said Ruby, picking up Penny and starting to leave.

"If you are correct in that I do have to ability to care, then I will keep my promise," said Nick. "Now throw me back into the rubble and go."

Blake threw Nick's head back to where his body was shattered, then Team RWBY ran off. As Nick claimed, about a minute later a limo pulled up with Gainsboro inside.

"Nick!" said Gainsboro. "What happened here? Where's Penny?"

"Penny had proven to be more difficult than I calculated," said Nick. "Despite her strength, I was eventually able to overcome her and blast her into oblivion."

"Oblivion? As in total oblivion?"

"As you can clearly see, not one part of her remains."

"My boss isn't going to like this...but oh well. Penny was always an inferior model because of that useless emotions program we gave her. I don't think we'll even bother creating a new one."

Gainsboro picked up Nick's head and got back into the limo.

"I'm proud of you Nick," said Gainsboro. "You've proven to be the superior model I always knew you were. You'll be repaired in no time."

"Thank you sir," said Nick.


	6. Chapter 6 (Final)

In RWBY's dorm, Penny sat in a chair in the corner of the room, with her hands on her lap and facing forward, her eyes remaining shut and her expression neutral. It bothered Ruby to see Penny that way. Even though Penny couldn't feel a thing, she looked miserable sitting in that chair.

"It just...it doesn't feel right," said Ruby.

"Where else can we possibly put her?" asked Weiss. "It's not like we have a fifth bed lying around."

"Hold on," said Ruby. Ruby went to her bed, grabbed her dog pillow and one of her bed sheets. She lifted up Penny and laid her on the desk next to their door. She placed the pillow under Penny's head and covered her body up to her neck with her bed sheet.

"There," said Ruby. "She at least deserves that much."

"You know, she actually looks better that way," said Yang.

"It's kind of like she's at peace," said Blake.

"Even though it's taking up the valuable space of our desk, I have to agree," said Weiss. "Nick had better show up soon."

"You don't think he tricked us did you?" asked Ruby.

"Honestly, I don't know," said Weiss. "It did seem like he tricked you just so he wouldn't be killed himself."

"I'm sure he meant what he said," said Yang.

#

The next morning, the news reported about the stolen dust being found by the destroyed hangar and was being sent back to the vault. The police still had no clue who was responsible for the robbery, and nobody outside of Team RWBY would know about Cadet's involvement. Meanwhile, Schnee announced they would be cutting ties with Cadet Security, claiming that the robbery of the last two vaults had pushed them to seek other companies. Cadet refused to comment on the matter.

Penny remained in Team RWBY's dorm while they went to their classes. Ruby could hardly concentrate in any of them. The only thing she can think about was Penny, lying there in their room like she was in a coma. It was hard for Ruby to even get to sleep, having to look at Penny laying there lifeless on their desk. Penny had sacrificed her life to save Ruby and her friends. Ruby's only hope of ever seeing Penny back to normal was for Nick to keep his promise.

It had been three days since the fight at the hangar. Nick had still not arrived, leading Ruby to believe that she was tricked all along. Ruby was worried about what to do with Penny, and called for a meeting with her team in their dorm to discuss what to do.

"Well we certainly can't just keep her here," said Weiss. "At some point I'd like to have our desk back."

"Give it more time," said Yang. "Maybe it just takes a while for Nick to get repaired."

"And if Nick still doesn't show up?" asked Weiss.

"We'll probably have to bury her," said Blake. The others were surprised at Blake's suggestion.

"Bury her?" said Ruby.

"I'm sorry Ruby, but if Nick never shows up, Penny is essentially dead. At least if we bury her she'll have a proper sendoff than most broken machines."

Ruby buried her face in her hands and took a couple of deep breaths. She then got up and walked over to Penny and held Penny's hand.

"I'll give him one more week," said Ruby. "If he still doesn't show up then...we'll bury Penny."

Yang walked over and hugged Ruby. "I'm sorry sis."

Blake went over and hugged Ruby as well. Even Weiss went over to hug Ruby, eventually forming one big group hug.

#

Every passing day was like torment to Ruby. It was getting to the point where Ruby thought about just burying Penny now to get it over with, but her team had convinced her to keep going for the whole week before taking action.

The weekend had arrived and Team RWBY were hoping to sleep in, but were awakened by somebody knocking at their door. Annoyed at having another early wake-up call, Yang woke up nearly burning with rage.

"That's it!" said Yang. Realizing Yang was going to do something she would definitely regret, Ruby quickly got up and stopped Yang from reaching the door.

"I'll answer it," said Ruby. Ruby answered the door, and was surprised to see who it was, now fully-repaired and carrying a large suitcase with him.

"Looks like I care after all," said Nick. "May I come in?"

"Of course," said Ruby. Weiss and Blake woke up and were surprised yet happy to see Nick as well. Yang was still somewhat annoyed by being woken up so early.

"Good morning everyone," said Nick. "I'm sorry to have taken so long to get here. My repairs took quite some time and my company...well, I'd rather not go into detail about it."

"I'm just glad you came like you promised," said Ruby.

"Could you not have done it so early?" said Yang while yawning.

"Was this a bad time?" asked Nick.

"Ignore her, she's just being grumpy," said Ruby. "So what's in the suitcase?"

"Everything I'll need to fix Penny," said Nick.

Nick put down the suitcase and unzipped it. Inside the suitcase was a laptop, cables, spare parts, and a ton of other tools.

"Are you going to have enough room to fix her?" asked Ruby.

"This space isn't optimal, but it will do," said Nick. He took out his laptop and began to set it up on the table next to Penny.

"So how exactly do you plan to fix Penny?" asked Yang.

"First I'll have to run a diagnostic check to make sure what exactly is broken and needs to be replaced. Once I get a detailed analysis, I can begin replacing the necessary parts and enter the programming software. Barring any interruptions, it should take two days at most."

"And nobody at Cadet is going to be suspicious about this?" asked Blake.

"Cadet Security has enough problems going on right now," said Nick.

"What do you mean?"

"For one thing, Professor Gainsboro has been fired."

Team RWBY were shocked by that announcement. Nick went on to explain what happened.

"Our President found out about Gainsboro's transactions with Roman Torchwick amongst other illegal activities. Gainsboro was fired and a halt was ordered on the building of any more Self-Sufficient Huntsman Automatons for now. Thankfully they decided to fully repair me before then."

"So where is the professor now?" asked Ruby.

"I do not know, and I do not care. I've been re-programmed to strictly ignore everything to do with Gainsboro. As for the company itself, with our ties with Schnee cut, the company's future is looking bleak unless they either convince Schnee to take them back or some other corporation makes a deal with us, but with the rumors spreading of our involvement with the dust robberies, that isn't likely to happen."

"So then what will happen to you if Cadet goes under?"

"I've already calculated my next plan of action for nearly every possible scenario that may occur. I'll be just fine. Anyway, it's time I started work on Penny."

Nick began to remove Penny's clothes. Even though Penny's body resembled a mannequin, Ruby looked away out of instinct. Nick pressed two fingers against each side of Penny's neck, causing Penny's head to slightly pop up. Once Nick removed Penny's head from her body, Ruby suddenly walked out of the room. Yang went to check on Ruby.

"What's wrong sis?" asked Yang.

"I can't look at her like this," said Ruby. "I need to get away for a while."

Ruby decided to go to the library and catch up on her studies. She stayed in the library nearly all day, not wanting to go back to her dorm until she needed to.

By the time she came back, Penny's limbs were laid out across the desk. Her left arm was opened up and wired to the laptop Nick was furiously typing on. Ruby decided to look at Nick's laptop to see what exactly he was doing. All she saw was lines of text and schematics she had no idea how to read. She almost wanted to ask Nick what anything on the screen meant, but would likely get an answer she didn't understand.

"So...how's it coming along?" asked Ruby.

"I've decided to check Penny's torso and limbs before moving on to her head," said Nick. "Any damage done to them can be easily fixed, while her head contains all the key parts of her system and will require careful handling."

"That's good, I guess."

Nick continued working on Penny even into the late hours of the night. It was getting to the point where Team RWBY couldn't get to sleep because of the constant clacking of Nick at his keyboard. Ruby got out of bed to talk to Nick.

"Nick," said Ruby, "think you can take a break for the night so we can get some sleep?"

"I apologize," said Nick, immediately stopping his work at Ruby's request. "I did not mean to cause a disturbance. I am simply trying to get things done as quickly as possible."

"Take a break for now. You can continue in the morning."

"Although I do not require breaks, if that is what you want, so be it."

Nick put his laptop into sleep mode and got up from the desk. He decided he would sit in the corner and rest until Team RWBY were awakened so he can continue his work. As he was heading towards the corner of their room, he noticed a doll sitting by their window. The doll had a green dress and orange hair with a pink bow. Nick picked up the doll and looked at it, feeling something familiar about the doll.

"Where did you acquire this doll?" asked Nick.

"Oh, that?" said Ruby. "That was the doll Penny won at the carnival. It looked so much like her she called it Penny junior."

"Now that I think about it, the doll bares many similarities to Penny. However, I do not believe the term junior is used for feminine names."

"I know, but Penny liked the name, so why not?"

"Do you mind if I hold on to this doll?"

"Go ahead."

Ruby got back under her sheets and tried going back to sleep. Nick took the doll and sat in his corner. Instead of resting his systems, he stared at the doll and started to reminisce in his mind of all the time he spent with Penny. He remembered the days when they trained together in simulated battles; the nightly conversations they would have about the outside world; the times when Penny would try to convince Nick to come along with her and explore the city.

Remembering all those moments was causing Nick to clench tightly onto the doll. The more he remembered about Penny, the tighter his grip. Then without even knowing why, he suddenly felt like throwing the doll as hard as he could against the wall on the opposite side of the room. Team RWBY were suddenly awakened by a loud thumping noise. They got up to see Nick had thrown the doll into the wall.

"The hell was that?" said an irate Yang.

"I apologize," said Nick. "For some reason looking at that doll had brought up memories of my interactions with Penny. We used to interact with each other every night. Penny would always talk about her experiences and her personal thoughts. I never cared deeply about those interactions, but now after lacking such interactions for a period of time...I can't explain it."

Ruby got out of bed and sat by Nick against the wall.

"Because you do care," said Ruby. "You miss being able to talk to her, just like us."

"Ruby, I would like to ask you a question. Do you hate me?"

"Hate you? Why would you think I hate you?"

"Technically speaking, I am the one responsible for causing Penny to malfunction."

"No Nick, I don't hate you."

"I don't understand. Why is it you do not hate me?"

"It's called forgiveness Nick. You may have done the wrong thing then, but you're trying to make amends for it now. That's why I don't hate you."

"Thank you for your forgiveness, and again, I apologize for waking you all. I will remain quiet for the rest of the night."

Ruby got back into bed and went back to sleep with everyone else. Nick sat in the corner and closed his eyes. Not being able to sleep or dream, he decided to play back in his mind all of his interactions with Penny. He especially played the happier moments multiple times.

#

The next morning, Team RWBY got dressed and headed down to the cafeteria for breakfast while Nick continued working on Penny. They sat with Team JNPR and chatted as they normally did.

"Say Ruby," said Pyrrha, "I've been meaning to ask. What happened to Penny? We haven't seen her since the carnival."

"She went back home," said Ruby.

"Did she say when she'll be visiting again?"

"I don't think she'll be back for a while."

"Is it because your date went bad?" asked Nora. Everyone else at the table looked at Nora and wanted to scream at Nora for bringing that up, knowing it was too sensitive of a subject for Ruby.

"It has nothing to do with that," said Ruby calmly. "She's just...really busy."

"Really busy with what?" asked Nora.

"I think that's enough questions about Penny," said Pyrrha.

"Enough questions? But I just asked-"

Nora noticed Ren signaling her to stop talking. That's when she realized what she was doing and stopped asking Ruby about Penny. The eight of them went back to their normal conversation until Ruby suddenly got a message on her scroll. She took out scroll and found out she got a message from Nick. It read "I need you to come back urgently."

"I have to go," said Ruby, immediately getting up and running back to her dorm. The rest of Team RWBY decided to follow her.

Team RWBY arrived at their dorm together. They saw Nick sitting in front of his laptop with his hands intertwined in front of his face. By this time he had begun working on Penny's head, which was cut opened and had various parts inside removed and laid out across the desk.

"What's going on?" asked Ruby.

"I'm afraid to inform you that the damage done to Penny's system was worse than I calculated," said Nick. Team RWBY didn't like where this was going. Ruby was already starting to fear the worst.

"Are you saying you can't fix her?" asked Ruby.

"It's not that she can't be fixed. However, I have discovered that her memory drives have suffered severe damage due to her overheating. The damage was too great to repair them, and will therefore have to be replaced."

"What does that mean?"

"She'll contain her original programming, but all her memories will be wiped clean. It will be as if you've never met."

Ruby didn't know how to react. She was relieved that Penny wasn't going to die as she feared, but at the same time, Penny was essentially going to wake up with a permanent case of amnesia.

"So she won't remember the dance...or the carnival...or the feelings she had for me," said Ruby.

"I'm sorry Ruby, but this is the best I can do," said Nick.

"Are you sure there isn't something you can do?" asked Yang. "Don't you have like a backup of all her memories somewhere?"

"I'm afraid that data has been kept under severe wraps. Not even I can access that data without risking my own permanent termination."

While Ruby was wondering how to feel, Yang knew exactly how she felt. She went over to Nick, grabbed him by the collar and yanked him out of his chair.

"Then it's a risk you're just going to have to take!" said Yang.

"If that is you what you wish, I will-"

"It's okay," said Ruby.

"Okay?" said Yang. "But Ruby-"

"It'll be better this way," said Ruby, drying a tear from her eye. "Penny won't have to remember the pain I put her through. We can start over. I can treat her like a real friend from the start."

Yang turned around and placed her hands on Ruby's shoulders. "Are you sure about this?"

"I'm sure," said Ruby.

"Understood," said Nick. "I'll begin installing the memory drives and transfer the programming."

Later that day, as Team RWBY went out into the city, Ruby decided to stay behind to watch Nick work on reprogramming Penny. Nick would explain what he was doing from time to time, and Ruby would usually reply with a "wow" or "okay," even if she didn't understand what Nick was exactly doing.

Sensing Ruby's lack of understanding, Nick decided to start a different conversation while continuing to work on Penny.

"Ruby," said Nick, "have you ever heard of the uncanny valley?"

"Where is that?" asked Ruby.

"It's not a location; it's a theory. The uncanny valley is a theory that a human can grow attached to a robot that displays human feelings despite being artificial intelligence. However, at some point the human will grow to detest a robot when they realize that a robot's seemingly realistic feelings are indeed not real; simply programmed that way. I believe that at some point you and Penny had reached this uncanny valley."

"We did," said Ruby. "I rejected her love for me because she was an android. Looking back I feel so stupid for what I've done."

"You should not feel stupid Ruby. You simply experienced what all humans do at one point in interacting with artificial intelligence. If anything, you should be proud of yourself. Despite falling into this valley, you and Penny eventually pulled out to continue being close friends. Besides, all you did was simply state the truth. I do not fully understand the concept of love, but I would query that denying the truth of one's reality is not a positive factor."

"I guess," said Ruby, not quite reassured by Nick's explanation. "I still feel guilty about it though."

Nick suddenly stopped what he was doing and turned to Ruby.

"Do not feel guilty about what you've done," said Nick. "You did what you did because you are human. It was simply a natural emotional response; something that us androids are not capable of ever producing. Most of us anyway." Nick turned to stare at Penny, or rather the parts that made up Penny lying about across the desk. "It's a shame Cadet no longer sees value in the emotions program they gave Penny. I believe Penny was truly an evolution in artificial intelligence. Had my company came up with other uses outside of just mere combat, we could have been on the cusp of the biggest breakthrough in technology. But now for all they care, Penny is dead; a scrapped project never to be spoken of again."

Nick went back on his laptop to continue his work. Hearing Nick's speech made Ruby feel somewhat better. She got up and placed a hand on Nick's shoulder. "Thanks Nick."

#

Taking another break for the night, Nick went right back to work the next day to finish up everything he needed to do. Nearing completion, Team RWBY decided to stay in to witness Penny be brought back to life, or rather get reborn since she would be starting all over. Ruby was especially anxious to see Penny wake up any moment now. Penny was now reattached save for her head, as Nick was putting in the final pieces of hardware back into her board. Once he inserted the final piece, he went into his set of tools and pulled out the replacement synthetic skin.

"Now I just need to cover these incisions and she'll look good as new," said Nick, applying the skin around the cut he made around Penny's head.

"And once her head is back on she'll be alive again?" asked Ruby.

"She will take a few minutes to fully boot up, but yes, she will be alive again."

After applying the synthetic skin, Nick placed Penny's head back onto her body, then placed her clothes back on. He attached a cable from the back of Penny's head to his laptop, and began to input the final commands to begin the boot up process.

"There," said Nick. "Now we just wait a few minutes for her to awaken."

Team RWBY gathered around Penny, waiting for her to open her eyes. While they looked over Penny, Nick packed everything in his suitcase and was about to head out the door.

"My work is done here," said Nick. "Farewell Team RWBY."

Team RWBY turned to Nick, surprised that was he suddenly leaving.

"You're leaving?" said Ruby. "You're not even going to greet her?"

"She'll have no memory of me," said Nick, "and I wish for it to remain that way. I was the one who robbed her of her previous life. I do not deserve to be a part of her new one."

"But she's your sister!" said Yang.

"Correction: We are not blood related. Despite our relationship, we never were brother and sister."

"Before you go, can you answer some questions for me?" asked Ruby.

"Quickly please," said Nick.

"Well, since Penny is essentially starting over without any memory and can't go back to Cadet, what exactly can she do?"

"What Penny does with her life is entirely up to her now," said Nick, "and to an extent the friends and family she surrounds herself with."

"And what if Cadet finds out she's alive? Will they come after her?"

"I would query that is a possibility. Should the company discover Penny's existence and go after her, it will be up to Penny and her friends to protect her."

"But what-"

"I'm afraid I'm out of time. Goodbye Team RWBY. Please take good care of Penny for me."

Nick opened the door and walked out. Ruby turned back to see Penny still asleep. Ruby suddenly had a thought. She turned to the table where Penny junior was, grabbed the doll and ran out the door to catch up with Nick.

"Nick, wait!" said Ruby. Nick stopped and turned to face Ruby.

"Is something wrong?" asked Nick.

"I want you to have this," said Ruby, handing Penny junior over to Nick. Nick was surprised by Ruby's gift.

"You want me to have Penny's doll?"

"Think of it as a gift to remember Penny by."

"Thank you Ruby," said Nick, placing the doll in his suitcase.

"Also, I take back what I said about you being a soulless...you know. You've got a soul after all."

"Correction: An android is not capable of containing a soul," said Nick, then he smiled. "But I appreciate your gesture in believing so."

Nick and Ruby gave each other one final wave goodbye, then Nick turned and left. As Ruby was watching Nick leave, Yang came running down the hall.

"Ruby, come quick!" said Yang. "Penny's waking up!"

Ruby and Yang ran back to their dorm. Penny had woken up, got off the desk and was now standing in their room. Team RWBY were smiling to see Penny back on her feet, with Ruby having the widest smile of the group. Penny turned to face Team RWBY and waved to everyone.

"Salutations!" said Penny in her typical cheery tone. "My name is Penny. It's a pleasure to meet you!"

"Hi Penny," said Ruby. "I'm your friend Ruby. This is Weiss, Blake, and Yang."

"What did you say?" asked Penny, turning towards Ruby. "You said friend. Are you really my friend?"

Ruby smiled and hugged Penny.

"One of your best."


End file.
